Team Steel Maximum: Recharged
by Detonator Stera
Summary: Two new, unexpected members are added to Team Steel.  A continuation of the Max Steel story.
1. Prologue

_Disclaimer: Max Steel, and associated characters, do not belong to me in any way, shape or form. There's a list of companies that this awesome show does belong to, but at this point I think they've changed hands so much, I'm not sure who it is. Anyway, I'm not on the list. Sad._

Author's Notes: So, like 6 years ago, I re-read the original Team Steel Maximum. And I was mortified. I was all like, so this girl drops out of the sky like a daisy with a parachute, and is like "Hi, I'm Josh McGrath's twin sister! Just call me Mary Sue!" And Xam had some sort of dysfunctional, rebellious, mind-changing problem. Over all, reading it reminded me of Animal Planet's _Puppy Bowl_. If you haven't seen that, it's basically six hours of puppies romping deliriously around on a miniature football field. It's a very good analogy for TSM. So, I started working on a re-write, back then. Then real life got in the way, and I forgot about it for... 6 years? ^_^ Then the notebook turned up during a cleaning mission (I mean that literally. I'm not a tidy person.) and I read what I'd come up with. And decided Xam was a moron, even though reading about him eating an entire jar of doctor's office suckers made me laugh. So then I set about figuring out how to bring this motley crew up to my standards. And lo and behold, I had a brain hurricane! Maxy and Xam have new, improved pasts and behaviors, and what I've got of this is looking really good so far. There will actually BE a plot, and other fun stuff! I'm excited, and I hope everyone else enjoys this little journey as well! Oh, one more thing: this chapter is set... in season 1, between the episodes _Sharks _and _Sabres._ The infamous "submarine kiss" episode, and the episodes when Nez sent Smiley spinning off into space.

**Team Steel Maximum: Recharged**

**Prologue**

**By: **

**Detonator Stera**

The night was clear, the brilliance of the stars and serenity of the vast open sky dimmed by the hustle and bustle of the city below. The sight was little comfort to the group of people trapped on the roof of one of the tall buildings, surrounded by guards dressed in red and black armor. Menacing black laser rifles gave even the braver of the prisoners second thoughts about heroics. The base of the building was surrounded by police cars, the officers were held at bay by more henchmen. A helicopter had been circling the roof, but it had been downed by the leader of the group, and a replacement had yet to arrive.

"Please! We've already said we'll cooperate! Just let us go!" a woman, her nerves frayed by desperation, pleaded with the blond man standing a few yards away from the group.

"Take whatever you want!" added another woman frantically. The man ignored them both, gazing to the west as if searching for something in the dark skyline.

"What _do_ you want with us, anyway?" one of the men demanded angrily. At that, the man chuckled, then turned to face the group with a faint mechanical whirr. The lights of the city reflected off the polished metal that composed his face. One of the men whimpered.

"I'm just extending an invitation to a friend. _You're_ the invitation," he explained in a threatening rasp, eyes flashing a hell-fire red, bringing the laser in his arm up to bear at the man who'd spoken. One of the women screamed, and the entire group cringed. Psycho chuckled to himself, then glanced west, considered the timing. He gestured to one of his men.

"If anyone tries any heroics, deal with it," he ordered, then headed for the stairwell.

_Hawk _cut through the night sky with barely a ripple, the rush of the engine the only indication of the stealth-cloaked jet.

"Target's in sight. ETA: five minutes," Berto Martinez reported from base, fingers dancing over keys, eyes flickering between a dozen different monitors. Inside the jet, Max shifted to study the building.

"Indications are Psycho has taken hostages, stolen equipment from the lab, and has planted a bomb in the basement of the building," the blond agent commented from her place with the rescue team.

"Just some of Smiley's usual fun and games," Max noted in return. Rachel hmm-ed agreement.

"Your task, Mr. Steel, will be to deactivate the bomb, with Berto's help. Detain Psycho, if possible, as well. I'll secure the hostages," she ordered briskly.

"Same old, same old, Rache," the super-agent chuckled. Rachel was quiet a moment.

"Be careful, Max. Psycho is unpredictable," she cautioned. Max nodded sagely.

"You got it, Green-Eyes. Now let's earn our paychecks," he grinned. Rachel scoffed lightly, rolling her eyes.

"Max; quickest, non-detectable way into the building is through the sewer system at the back of the building. We're near the entrance now," the Hispanic agent piped.

"Joy," Max muttered under his breath, unhooking his safety harness. He flashed a grin at Rachel, activated stealth mode, then flipped open _Hawk's_ cockpit, and slipped out like wraith, landing with a light thud on the stained concrete. He approached the bars meant to deter entry into the tunnels, and with a quick flex of nano-tech enhanced muscles, bent the bars. After sparing a final glance around for unwanted company, the super agent squeezed through the space, and headed down the long tunnel at a jog.

* * *

><p>Less than five minutes later, Max had found a service entry into the building. As quietly as possible, he tore the door off, and slipped up into the darkened basement, keeping a cautious ear out for movement other than his own.<p>

"Sensors indicate an unusual energy reading close by," Berto reported, studying the building specs. "Head straight, then take the first left," he continued.

"Let's hope it's either the bomb or Smiley," Max commented, keeping a wary eye out as he made his way down the hall.

"Had enough of motorized mummies, _hermano?_" the hispanic agent asked, amusement coloring his tone.

"I'll take those over Infinity Ice any day, bro," Max replied in a low tone, pressing up against the wall, and peeking cautiously around the corner. Not seeing anything, the super agent headed down the hall. A faint glow shimmered farther down.

"You should be right on top of it... about now," the younger man announced, as Max rounded a final corner, and found himself in a large room. Numerous large, tall containers lined the walls. They were covered in blinking lights.

"Those look like the lab's data storage units. A bomb going off in here would probably bring the building down, hard," Berto observed.

"No sign of Psycho, though. Yet," Max returned, beginning to search the room. He found the bomb a moment later, strapped to the front of one of the units. He crouched in front of it, studied the device.

"We got five minutes, bro. Start talking," he announced. In his quick and efficient way, the hispanic agent ran an analysis on the device, and talked his partner through disabling the explosive. Max had full confidence in his techie friend, but he still blew out a heavy sigh of relief when the timer went black, swiping a hand over his slightly sweaty brow.

"Nice job, bro. Now let's go meet up with-" the super agent commented, starting to rise. Stars exploded in his vision as a metal hand connected with his jaw, sending him sprawling. He was up fast, looking for the assailant.

"How nice of you to come, Steel," Psycho greeted, eyes flashing. Max touched his jaw gingerly, glad that the nano-tech also made it harder for his bones to be shattered.

"Smiley, was wondering when you'd join the party," he replied, a taunting edge coming into his voice. Psycho growled at the nickname, and lunged. Max nimbly flipped onto one of the storage units, out of reach. "Going turbo!" he announced, tapping his bio-link. A grin caught the corner of his mouth as the green-ish energy flooded his system, and he dove off his perch, rolled back to his feet, and shot a kick at the cyborg's face. Psycho responded by grabbing Max's ankle and swinging him into one of the machines. Getting quickly to his feet, the younger man ducked to avoid losing his head to a swipe of Psycho's metal hand, then swept his leg out, knocking his opponent to the ground. Psycho was up a second later, gesturing tauntingly at the super agent. A little too confidently, Max charged. A well-timed kick to the ribs had him sprawling on the floor. A sharp click registered in his ears, and he caught the gleam of silver, brighter than Psycho's arm, in the cyborg's hand. He rolled; not fast enough. The rip of cloth and flesh was thunderous to his enhanced hearing, and white-hot pain radiated up his arm. Max came up on one knee, Berto's panicked voice dim in his mind, a hand clamped over the wound made by the blade Psycho had thrown at him. The weapon had no grip; the force of the pitch had sent it through Max's arm and into the wall at his back. Blood stained the floor in splatters around the super agent.

"Damn it, Smiley, what the hell? Your over-grown flashlight run out of batteries?" the super agent demanded irritably. Psycho chuckled, then turned and jogged away. Max took a few deep breaths, then cautiously moved his hand to check the damage. The white gleam of bone and fresh spurt of blood did not improve his mood.

"That's a bad hit, Max," Berto observed. The older agent snorted humorlessly, casting his gaze about for something to staunch the bleeding. A discarded lab jacket was the best he could find. He decided not to ask what it had been doing there, and just be thankful it was handy.

"Understatement of the year, bro. I'll make sure to pay Smiley back for it," he ground out, tearing up the garment. With his teeth and free hand, he tied a quick field dressing and got to his feet.

"Max, Rachel and the rescue team have the hostages. The bomb's been diffused. You need medical attention, and fast Get out of there," Berto ordered, knowing exactly what his partner intended on doing.

"No worries, bro. Max Probes are already on it. Can't let Psycho get away," the brunette teen argued. Berto opened his mouth, then sighed. Max was as tenacious as a terrier when it came to Psycho. The hispanic agent instead called a medical team to standby, and after a moment of hesitation, updated Rachel.

"Max! Are you insane? Get out here before you drop from blood loss!" the blonde agent's voice was sharp in Max's head.

"Tattletale," he muttered, peering around a corner. "I'm fine, Green-eyes," he assured louder, frowning at the way the room seemed to spin slightly. The probes might have already been on it, but repairing extensive damage was taxing. His arm burned, from both the injury itself, and the rapid healing it was being subjected to. No, Max really wasn't in the mood to leave without giving Psycho a couple revenge shots.

He was in the stairwell, about midway up the building, when the explosion happened. The ground beneath him shook violently, and the super agent barely managed to grab the railing with his good hand to steady himself.

"Berto? I thought we got the bomb!" he yelled, wincing as chucks of plaster were dislodged from the wall by the quaking, one of them hitting him squarely in his wounded arm. The result flash of agony brought him to his knees.

"We did! Psycho must have had a secondary we weren't aware of," Berto replied, wincing in sympathy, fingers flying over the keys as he made a quick study of the building, trying to figure out the safest place to direct his partner so that _Hawk _could catch him before the structure finished collapsing. "Max, go up two more floors. There's a service entrance that leads outside. _Hawk_ will meet you there," the Hispanic agent instructed. Gritting his teeth, Max complied, hauling himself up and hurrying up the stairs.

* * *

><p>He was halfway up the second flight, when a violent rumble shook the building. And the stairs under his boots crumbled away. The super agent lunged for the railing, clasping it with his good hand. With a tortured scream of bent metal, it came loose from the concrete, and dropped the injured teen down the destroyed stairwell.<p>

"MAX!" Berto yelled, coming up out of his seat in a panic. He watched, helpless, as his friend dropped down five flights of stairs to land with a bone rattling thud amid the broken rubble. Max let out a pained groan, and the bio-link screen faded to gray static.

"Berto! The building's coming down! Where's Max?" Rachel's voice was sharp, barely controlled over the speakers. The young scientist didn't answer for a moment, rapidly tapping keys to ascertain his partner's condition.

"The stairwell dropped out from under him, Rachel. He's back at the bottom. Vitals are, well, not what I'd like them to be, but not critical. Yet," he replied at length, already checking the building's schematics in anticipation of Rachel's next question. "You should be able to get to him from the northeast entrance, if it's not blocked by rubble," he added. Rachel acknowledged, snagged an agent off of hostage baby-sitting duty, and hurried around the building.

* * *

><p><em>Plink. Plink. Plink. <em>Something was dripping on his face. As he clawed his way back up to the unpleasant reality of consciousness, Max was aware of a steady drip of water, right over his left eye. His first thought was that if he was trapped in this position, he was going to scream before too long. Opening his eyes to the dim, vague light, he saw the broken water pipe, which had already spent most of it's load, and was the reason why he was completely soaked and laying in 2-inch deep water. _Cold_ water. Max tried to push up, and discovered that he was indeed trapped under a slab of concrete. Fantastic. He gave screaming a thought, but Max Steel tended to exhaust all other options, into the ground, before resorting to such measures.

"About time you woke up," Berto's voice scolded over the bio-link, the younger man almost managing to hide the relief in his voice.

"Sorry, Ma. My alarm clock didn't go off," Max replied, grunting as he tried, experimentally, to shove the concrete slab off. It didn't budge. He signed irritably.

"Hang tight, _hermano_. Rachel and Grange should be at your location in a couple minutes," his partner assured. Any sane person in Max's condition would have accessed their injuries, and settled in for the wait. Patience, however, simply wasn't part of the _Max Steel Way. _Besides, he'd go insane from the water drip before they arrived. Max frowned a moment, then twisted his wrist, and used the underside of the stone chunk pinning him to push a button. Berto jumped in his seat when the stats on his monitors spiked, and the view screen in front of him exploded in green-yellow light.

"Going turbo!" Max announced, then gave the slab pinning him a mighty heave. This time, it moved. To the other side of the caved in room. The super agent used the momentum of the push to propel himself to his feet, then swayed as the room spun in a fashion he was, unfortunately, becoming rather used to.

"Max!" Berto snapped, more out of worry than anything else. "Your T-juice levels were _way_ too low for that!" he scolded. Max shut off the turbo function, barely resisted going down on hands and knees.

"I'm fine, bro," he grumbled, looking around the space he'd landed in for possible escape routes. Any halls leading out were piled high with huge chunks of debris.

"Well, stay put now, and wait for back-up. Rachel's almost there," Berto ordered firmly. Max moved to one of the walls, tapping it experimentally.

"Which way is Rachel coming from?" he asked conversationally.

"You're facing it, _hermano_," Berto replied without thinking. He paused, remembering who he was dealing with. "Why?" he added warily.

"Unless she's got dynamite, they're not gonna get far. This room's blocked on all sides," Max observed. His amplified hearing could pick up the two agent's footsteps, nearly to his location. "Do me a favor, bro. Tell Rachel to stay back for a sec," he told the Hispanic agent.

"Max..." Berto warned, knowing the threat fell on deaf ears. With a sigh, he toggled Rachel's comm line open, relayed the message, and then linked her to Max without being asked.

"Max, whatever it is you're planning, don't you-" the blonde agent started to admonish, then ducked reflexively as the concrete wall 15 feet away exploded outward. She and Grange looked over to see Max standing in the hole he'd created, powering down his turbo mode. In short order, the turbo agent's eyes rolled up white in his skull, and he collapsed in a heap.

"Idiot kid," Grange muttered, as Rachel bolted forward. She dropped to one knee beside her downed partner, turning his bio-link so she could see the read out, and grimaced.

"Let's retreat before the rest of the building comes down on us. I'll flog him when he's awake," Rachel decided, as Grange hauled Max's limp form into a fireman's carry.

* * *

><p>Max awoke, hours later, in the med-bay, feeling decidedly better than the last time he'd been conscious. He thanked the max probes and the shot of T-Juice he'd no doubt gotten upon arrival for that. He laid still a moment longer, taking stock. His arm was down to a dull, easily ignored throb, and all the bumps and bruises from battling Psycho were gone.<p>

"Feeling better, are we, Mr. Steel?" Rachel's dry tone brought the super agent out of his reverie, and he looked up to see the blonde standing in the doorway, hand on hip in that "disapproving senior agent" pose he found so oddly enticing.

"She asked me to tell her when you woke up," Berto's voice came over the bio-link.

"And you couldn't have warned me?" Max muttered.

"Nope," the younger agent replied cheerfully. Rachel cleared her throat to get Max's attention, by this time well-used to the quirks of having a partner who "heard voices in his head," so to speak. The super agent looked back at her, and pushed up to a sitting position.

"There was no sign of Psycho in the rubble, so it's safe to assume he escaped, along with the equipment he'd procured. But as there weren't any casualties, we're still calling the mission a partial success," she explained, crossing the room.

"Didn't stop Smiley, didn't kill the bomb... yeah, this was a real good one for me," Max sighed, absently reaching up to touch the bandage on his arm.

"You got the one that would have gone off while the hostages were still on the roof, so cut the pity party, _hermano_," Berto interjected.

"Be that as it may, Mr. Steel, I'm more concerned by your reckless actions _after_ the first bomb was disabled," Rachel replied, knowing that Berto was good for the pats on the head, so to speak. Her job, as senior agent, was to discipline. When Max scowled, opened his mouth to protest, she pressed on. "Chasing a known, _dangerous, _terrorist operative, alone, with no back-up, severely injured..." she wound up, saw the combative look in her partner's eyes. An image flashed in her mind. In the ruined building, Max lying, so still, she'd had a heart beat to fear the worst. The bloodied bandage around his arm, the bruise forming on his cheek, possibly from Psycho, possibly from the rough landing. The anger she'd coated thickly over the fear evaporated, and she sat down on the edge of the bed. Brought a hand up, unthinking, to touch his cheek.

"Max, this fixation you have with Psycho is dangerous. It blinds you. It is going to get you killed," she finished quietly, holding his gaze. Max was silent. Berto had a moment to wonder if he shouldn't turn off the bio-link for a few minutes. Then Max let out a heavy sigh, looking away, knowing she was right, but loathe to admit it. Rachel slowly lowered her hand, rested both in her lap for a moment. The air was heavy with things unsaid, but neither of them could find the words. At length, Rachel got to her feet.

"I need to finish the mission reports," she explained, turning for the door. Max still had no words, and so just nodded, watching her go out the door.

_To Be Continued..._

Author's Notes: Soooo... this was supposed to be a little, couple paragraph prologue, maybe a page. Team Steel had other ideas. And I'm crawling at what feels like a snail's pace, because the stuff that happens later, once the other kids are in the mix, is what's really clear in my head, not the "boring starter stuff," as Xam puts it. However, I did want this to flow better, and that involves taking a little longer to get people in. The next part's already on the fryer, so hopefully it'll be done soon! Catch ya later!

-Det


	2. Discovery

_Disclaimer: Max Steel, and associated characters, do not belong to me in any way, shape or form. There's a list of companies that this awesome show does belong to, but at this point I think they've changed hands so much, I'm not sure who it is. Anyway, I'm not on the list. Sad._

Author's note: So, after much consideration, I've decided that the rest of this story will take place about a year after the end of season 2, but with the assumption that season 3, and all of the Max Steel movies and "N-Tek Adventures" did not ever occur. None of this FBI shutting down N-Tek crap. It was so thrown in, it was clearly because terrorist fighting secret agents had become "not PC" and so they could overuse the _"Oh no, Josh! You're using your probes too much! You're gonna die!" *zap crackle dramatic Max/Josh appearance crackle* "I'll be fine, there's no other choice"_ drama stuff. And no crazy grotesquely mutated evil super villains. If anyone's watched the Max Steel movies (they are actually really cute) I'm talking about Elementor, and Extractor, mainly. If I want those, I'll watch Batman, which I also love very much. But Batman fights super villains, and it is accepted that Batman is so awesome, you are kind of required to be some sort of mutated super villain to even throw a punch at him. Max, while also incredibly awesome, fights terrorists, with the occasional crazy person thrown in for added flavor. Woody, I'm looking at you. Bio-Con toes the line, but because he was in Season 2, we'll let it slither. Ha ha, that was a bad pun. Season 3 did, however, have a couple of good episodes (_Prey_ was awesome, even if Christian Campbell didn't do Max's voice, which made watching the whole episode weird) so I'm willing to compromise and let some of them stay. I can't find about half of the rest of Season 3, because Max Steel is rapidly becoming extinct on American accessible media waves, but from fan fiction I've read, _Fan Appreciation_ can stay too. Because Kat needs more love, even if it's the creepy stalker kind. Oh, and one last thing. I'm kind of a blood thirsty little bugger, and I kinda went to town on this one part in here. So be warned, graphic violence. And now, after that painfully long AN, on with the fic!

**Team Steel Maximum: Recharged**

**Discovery**

**By: **

**Detonator Stera**

_Two years later..._

Max was down in the TSO room, listening, with a wholehearted attempt at interest, to Berto's explanation of the new program upgrades he'd just finished on the bio-link and the console. Comp-jargon, while more understandable now, was still very much a foreign language, especially when Berto started getting excited, and mixing the occasional Spanish alternative in. Therefore, when Kat walked in, he breathed a silent sigh of relief. Berto paused in his explanation, looking over as well, as the female member of Team Steel came to stand behind his chair.

"Intel from our agents in Washington puts a Dread base, a lab by the sound of it, up near the Cascades," she announced. Berto looked over at Max, who nodded, a feral gleam in his eyes. "They figured Team Steel'd want to be in on the take down," Kat added, folding her arms. The super agent rose from his lean against the console's edge.

"Sounds good, when do we leave?" he questioned. Kat grinned.

"Five minutes ago."

"Cool."

* * *

><p>It was approaching dusk by the time <em>Hawk<em> touched down at the temporary N-Tek base set up near the Dread lab. Max flicked off his flight harness, hopped out of the small jet, and found himself all but nose to nose with a beautiful blonde he'd never thought to see again.

"Rachel?" he managed around the shock. She tipped her head back slightly, met his eyes with that steady green gaze he'd never quite gotten out of his head.

"Mr. Steel, it's been a while," she replied formally. "Too long," she added, just barely perceptible to Max's enhanced hearing, flicking her gaze away. He cocked his head, opened his mouth to comment.

"Hey, Leeds," Kat piped casually, levering herself over the edge of _Hawk's_ cockpit. She landed neatly at Max's side, resting one hand on her hip. Rachel looked between them, nodded to Kat.

"Kat, fitting in well with Team Steel, from what I've heard," she replied.

"Like a glove," the younger woman smirked. Something flickered in Rachel's gaze, quickly controlled.

"Glad to hear it. I'm happy for the both of you," she commented, turned to move away. It took only a second for both Max and Kat to process. They shot each other horrified looks, springing away from one another as if a flame had shot up between them.

"I didn't mean it like _that_," Kat hastened to explain, mortified. Max grimaced, shuddered.

"Talk about sister material," he muttered, scowling at Berto's snickering. Despite her sincere agreement with the comment, Kat was honor bound to punch him for the slight before striding off. Rachel's mouth curved in amusement at the exchange, then she turned to head into the base.

* * *

><p>An hour later, Team Steel and the other agents stationed at the base were in the ops room, going over the what they had of the building layout.<p>

"We're not entirely sure what's inside; we've only managed to confirm the presence of Dread operatives, and scientists," one of the agents admitted.

"It's enough. Max and Kat will enter from the northwest service duct. Alear, Vulimi, Paleli, and Renev will cover the main entrance; if anything goes amiss, they will be your back up. The rest of you will stand by," Rachel instructed, tapping different points on the map. Everyone nodded, and rose, heading for the door. Max casually sidled up next to his former partner.

"What about you, boss? Going in the sardine can with us?" he questioned with a grin, praying he didn't sound too hopeful. Rachel looked up at him, and her lips curved in a quick, amused smile.

"Unfortunately not, Mr. Steel. I'll be waiting with the standby team. In the event you need... rescuing," she replied, to which Max immediately scoffed.

"As if. Hey, what are you doing back in the States, anyway? I thought you'd gotten stationed back in Europe or something," he piped a moment later. Rachel was quiet for a moment.

"I was," she agreed simply. At Max's steady look, she scowled. "As Director of Operations, my job does include some hands on work, especially when dealing with an organization such as Dread. Even if he is behind bars," she concluded, breezing ahead of the younger agent. Max sighed, then turned when Kat poked him in the ribs.

"I take it she missed you," she observed wryly. Max shot her a look. Kat dropped it. Emotional minefields weren't really her specialty.

* * *

><p>Night had fallen completely, lending <em>Hawk<em> an extra layer of cover as the small jet approached the Dread base.

"Remember, communications will likely be cut once you're in the building. Don't do anything too crazy, _hermano_," Berto cautioned.

"Wouldn't dream of it," Max replied cheekily.

"He does anything stupid, I'll save his butt," Kat assured from the back seat. Max shot her a withering look out of the corner of his eye, then turned his attention back to landing the small aircraft, as silently as possible, on the building's roof. Years of practice made the task simple enough, and in seconds both agents were standing in front of the grate blocking their entry into the building. Max cocked his head a moment, listening for footsteps close by. Hearing none, he whipped the grate off with pathetic ease, laying it to the side as quietly as he could manage.

"Max, Kat, remember; if we don't hear from you within an hour, we're coming in," Rachel cautioned them.

"Hear ya loud and clear, boss," Kat replied.

"You got it, Rache," Max acknowledged, then crouched and began to crawl into the duct, Kat soon following suit.

"Good luck, _hermano,_" Berto called, just before his view screen faded to gray static. Ignoring the automatic clutch in his gut at losing that connection to his partner, the Hispanic scientist turned his attention to the monitor linked to Rachel's group. A quick tap of fingers secured his comm line to Rachel's only.

"You two should talk after this is over," he told her.

"I don't think now is an appropriate time—" the blond agent started to reply.

"He missed you," the younger agent interrupted quietly. There was a long pause, a soft sigh.

"I know. I did, too."

* * *

><p>It is tricky to crawl down a hollow metal tunnel without making noise, but Max and Kat were doing an admirable job, moving from one jut in the duct to another, peering out to get a lay of the land without detection. Most of the rooms were unremarkable; kitchen, obvious living quarters from some of the scientists purported to be there, armory, security room. Max paused when he reached an opening that looked down into what appeared to be a large training area. There were dark, reddish stains here and there in the room. A faint coppery smell reached Max's enhanced senses, the musty stench of old blood. He shuddered a little.<p>

"What were they _doing_ here?" he muttered, barely loud enough for Kat to hear. She scooted forward, peered down as well.

"Hardcore training," she guessed. The super agent nodded gravely, then shifted to move on.

They passed a few more unremarkable rooms, then found another, that turned their blood cold. The room was solid concrete, with heavy blast doors the only way in or out. It was considerably more gruesome than the other room. Old stains splattered on the floor in bigger areas, and arched across the walls in long sprays. There was an object on the floor, near the corner; Max zoomed in on it, out of curiosity, and recoiled when he realized it was a hand, severed at the wrist, and badly decomposed.

"I _really_ don't want to know what they were doing in here," he muttered, scooting back.

"We'll find out soon," Kat pointed out, giving the room a last disgusted glance.

* * *

><p>Berto felt a decided sense of... unease. Something told him that he should have insisted on accompanying his partners. Berto sighed. He'd learned long ago to trust gut instincts when it came to dealing with Max Steel. He quickly gathered up his laptop and the portable generator, and snagged his earpiece off the console. He then left the ops room, contacting Marshak with a request to meet at the <em>Behemoth<em>. Better safe than sorry.

* * *

><p>Max and Kat's path came to an abrupt end soon after that last messy room, but Max observed heavily fortified doors through an opening at the end of the duct. He checked for approaching steps, then pried the cover off the duct opening.<p>

"We need to get in there. I'll bet that's where the lab is," he told Kat, gesturing.

"Question is, how? We should've brought Berto, or one of his gadgets," she replied. Max tuned up his enhanced hearing again, caught the sound of approaching footsteps.

"Someone's coming. I'll follow after them in stealth, let you in when I can," he told her in a whisper. Kat frowned a little, but nodded.

"I hear anything I don't like, I'm bustin' down the door," she warned. Max grinned at her.

"Wouldn't expect less. Stealth mode," he replied, feeling the familiar rush of the probes activating. He dropped down from the duct, landing with a quiet thump. He hurried to the door, studied it a moment, then tucked himself next to the barrier, out of sight of the scanning eye required for entry. A moment later, a woman in a long lab coat rounded the corner, her nose buried in the report in her hands. She strode up to the door, absently keyed in the code with one hand, raising her head briefly for the retinal scan. The lock on the door chimed green, and the barrier slid open. Max let her pass through, then nipped in after her, the door snicking closed just after his heel passed through. The super agent took three steps into the room, then froze, all coherent thought flying from his mind. There were rows upon rows of giant, clear fluid-filled tubes set up in the huge room. In each one floated a human body, clad in a dark jump suit, it's features partially obscured by an air mask. With a huff of breath, Max shook off the effect of the creepy display, and approached one of the containers, despite having seen enough sci-fi movies to know that he'd probably regret it. He wasn't disappointed, getting the second bad jolt as he stared into the seemingly sleeping face of the tube's occupant. He could have been looking into a mirror. The being inside had his face.

Max felt his heart thud hard against his ribs, and he reached up without thinking, touching the glass containing the... clone? He jumped when the imprisoned figure opened it's eyes, their color a steady, too-bright green. And completely void of emotion. The clone's brow furrowed slightly, as if it could see him, then it closed it's eyes again. Max could feel his heart jumping into his throat as he backed away from the tube, and cast a frantic glance around. The other tubes contained the same thing. Clones in the perfect likeness of Max Steel.

Thoroughly weirded out, the brunette agent stumbled down a couple more aisles, a voice in his head, that sounded suspiciously like Rachel, ordering him firmly to focus. He noted the location of three more scientists, and the placement of the half dozen guards. He was just about to move back up to the door he'd entered from, let Kat know what he'd found, when he noticed something. A pile of smaller, almost coffin-like tubes heaped haphazardly in one corner of the room. Common sense told him to leave it alone. Max had never been good at listening to that portion of his brain. He headed for the pile.

When he was closer, the super agent noticed air vents on the side of the tubes, and a sticker. _Marked for termination._ The feeling of dread felt like a lead weight in his gut as he approached the heap. The first couple he looked in were mercifully empty, but the last one held another clone. Max had a moment to think the clone was dead, but he caught the faint rise and fall of the chest. Horrified, fascinated, he leaned closer, and bumped his arm against a pipe jutting off one of the caskets. His stealth mode deactivated, but he was too distracted to notice. Especially when the clone opened it's eyes, revealing mismatched irises; one bright green, the other steady blue. They were groggy for a brief moment, then focused on him, sharpened into an awareness that shook the super agent to his core. There was intelligence there. The odd eyes registered fear initially, then curiosity, and finally understanding. One of the clone's hands moved, touching the thick glass trapping him, a plea in the mismatched eyes. Freaked out, unsure what to do, Max backed away from the container, hurried towards the door. So focused was he on his racing thoughts, he nearly ran into one of the scientists.

"Hey. How did you get out?" the man started to scold, then paused, studying the super agent. "You're not one of ours. None of them have a pair of blue eyes," he observed.

"That's right, I'm _not_ one of yours. I'm here to shut down your little freak show," Max replied, then pounced, knocking the scientist to the ground, and into unconsciousness.

Quick though he might have been, Max hadn't been in a secluded area when he dispatched the man. A shout to his side drew the super agent's attention, and he looked over to see three of the guards heading his way. He's no sooner gotten to his feet, when an alarm began to blare. Doors on the far walls shot open, and easily a couple dozen more guards raced in, weapons at the ready. Max found himself surrounded in short order, but he wasn't inclined to go down without a fight.

"Which one is this?" one guard demanded. There were murmurs of confusion from several others. Despite the situation, Max felt a grin stretch his lips.

"Three guesses," he taunted, then feinted left, and dove to the right, shoving a guard into two of his fellows, sending all three to the ground. He back flipped out of the path of a laser shot, landed in a crouch, and swept the feet out from under a few more guards.

"He's not part of the project! That's the original!" one of the men exclaimed. Max dodged a fist, slid back to avoid an impressive roundhouse from a guard.

"Gold star for you," he grinned, then yelped as a laser blast glanced off his shoulder. He ducked and body-checked another guard, trying to make his way towards the door he'd come in through. Max heard a crackle to his side, and grumbled under his breath before dodging a shock staff. He executed a neat flip over one of the guards, then slammed a kick into the man's back, intending on using him to take out the guard wielding the shock staff. He overpowered the kick. The guard with the staff went flying, and smashed into the computer console. His body's impact did some intensive damage to the piece of equipment; the still active shock staff slipping from his fingers and landing against a circuit board did the rest, frying chips and setting off tiny explosions across the console's surface. There was a mechanical clunk, and a watery sucking noise. Max and the remaining guards turned to see the suspension fluid draining out of the tubes holding the clones. The cases popped open a moment later, and the clones, now fully alert, dropped to the ground. There was a long moment of stunned silence they removed their air masks, dropping them with dull clatters. Max's mouth opened and closed soundlessly, watching dozens of bright green eyes survey their surroundings.

One of the clones swiveled his head, locking his gaze on a guard. A terrible smile crossed his face, and with an audible growl, he lunged. The petrified man had no chance. He was smashed into one of the cases, the clone's hand embedded in his throat. From halfway across the room, Max's enhanced hearing picked up the death gurgle, a noise he was sure he'd be hearing in his sleep for a long time after this. The action broke the trance that seemed to have fallen over the room. The clones and the guards went for each other in a concentrated frenzy. Max watched, frozen with horror, as another guard went down under a clone, the green-eyed replica slamming the man to the ground, and breaking his neck with an audible snap. There was none of the pulling of punches Max was careful to exert; these _things_ with his face were aiming to kill. He heard a cry of pain, looked over to see two guards subduing one of the clones with repeated blasts from their laser rifles. There were crashes and the shattering of glass; several of the containment tubes were uprooted in the chaos. One clone hefted a tube, heaved it at a trio of guards; he caught one, crushing him. A guard grabbed a large chunk of glass, rammed it through the back of a clone's neck, killing him in a spray of blood. Max dodged a guard, but was at a loss for what to do. The reckless violence baffled him; he'd always been trained to subdue, not murder. This was clearly not the case for the clones; he watched one of them grab another clone in a choke hold, and ram a jagged piece of metal into his fellow's belly. The sight distracted Max so much, he didn't see the kick coming. He grunted with surprised pain as he stumbled back, the side of his face throbbing. He looked up quickly, and managed to dodge the next strike by the clone, who then snagged a broken pipe, tapping it on his palm.

"Why?" was the only thing Max could manage to voice. _Why all the violence? Is it something that was done to them, or is it something buried in me? _The questions burned in his mind, but he was afraid of the answer. The clone chuckled.

"Why what? They wipe your memory bank or something?" he taunted.

"I mean, shouldn't... we... be sticking together?" Max fumbled, gesturing vaguely to the other clones, feeling thoroughly weirded out at the thought of being one himself. A mocking scoff of laughter was his response.

"Stick together? They did wipe you. We can't _trust_ each other any further than we can _throw_ each other," the clone growled, and lunged. Max dodged the swipe aimed for his chest, but took a hard hit to the side. He shot his arm up, deflecting the pipe, then followed up with a kick, shoving the clone back a pace. He used the brief pause to cast a quick look around. In a quick move, he jumped up onto one of the containment tubes, and vaulted off, putting a large gap between himself and the clone, and bolted. The being snarled something unintelligible as he pursued. Max glanced back, checking the distance between himself and the clone. When he turned his head back around, the super agent pulled up short, seeing a guard straight ahead, taking aim at him. He dropped to a crouch as the man fired, and the beam caught the pursuing clone square in the eye. The being howled, staggered, one hand clutched to the injury. Another shot from the guard, this one connecting with Max's gut, had the super agent jerking out of his shock, and back to awareness.

A thought occurred to Max's horror-stuck mind. Kat. By this point, she would be making a sincere effort to break in the door and come to his aid. He moved to hurry to the door, to make sure she didn't mistake one of the more violent clones for him. Something hit him in the legs, tripping him and sending him sprawling on the blood-slicked floor. He looked to see what he'd tripped on, and fought the urge to wretch. A human arm, messily torn from it's socket. He kicked it away, scrambled to his feet, side-stepped to avoid a flying body, and flung up an arm to block a kick thrown his way by one of the clones. The shock radiated down his arm, but he followed through, shoving the other being back, punctuating it with a hard kick that had the clone stumbling back. While it was recovering, Max darted away. He wanted to go turbo, give himself an edge against these things, but something told him that drawing anymore undue attention to himself could be fatal.

He was almost to the door, when the guard's cavalry arrived. These men sported actual guns instead of lasers, and there was the sharp report of gunfire. Several of the clones went down immediately, grabbing at their chest or throat. A number of the rest of them went for the well-armed guards. Despite their artillery advantage, the men still weren't faster than their opponents, and several guards went down when the clones engaged them. Max turned his attention back to the door, started when a clone landed in his path, a slow, not anywhere near sane grin covering the replica's face.

"Don't want a little payback?" it questioned, cocking it's head at a wounded guard laying nearby. Max backed up a step, shaking his head.

"I'm not part of this. This isn't... me," he managed. The clone chuckled, a bit too gleefully.

"Only the strong live. You're weak, you get the term box," it stated, then crouched a little, clearly intending to go for the wounded guard. Max shifted, prepared to engage the clone. Dread guard or not, he couldn't just step back and watch the slaughter. He didn't get a chance. A stray bullet shot across the room, catching the clone square in the right eye. The super agent watched in horror as the body was flung back, landing in a haphazard sprawl, it's right eye a cup of blood.

The door he'd come through exploded then, forcing Max to hit the deck, hands cupped over the back of his neck. Several cries indicated that a few weren't so lucky to evade the shrapnel. There was a thump of boots near his head.

"What the HELL?" Kat's astonished exclamation almost made Max laugh, despite the situation. He got quickly to his feet.

"Guess we know what Dread's been up to," he commented, ridiculously comforted by his partner's appearance. Cocky and competitive she might be, but she was also a little piece of sanity amidst the rampaging insanity he'd endured.

"I'll say. Let's get out of here, warn the others. You're probably more freaked out than I am," Kat replied, surveying the bloodbath around them. Her gaze fixed on Max's bloodied and torn uniform.

"You got that right. And I'm fine. Just a few bruises. I was lucky," he added, gaze wandering to several of the dead clones. Kat reached to touch his arm, offer _some_ sort of comfort, but before she could complete the motion, one of the clones tackled her. They went down in a tangle, the female agent ramming her knee into his groin before he could get a grip on her throat. It didn't drop the replica, but it did stun, long enough for Max to throw him off. With a grace that would make her namesake proud, Kat flipped back to her feet, this time keeping in a ready stance.

"I can't begin to tell you how weird that was," she commented to the super agent, who slid into position beside her. He grimaced.

"I hear ya. Let's go," he replied, backing towards the blown out door, Kat close by. They heard a shout, and the pair of N-Tek agents looked over to see one of the clones kick a guard into one of the containment tubes, then rip the tube out of it's base, and heave it in their direction. Max tackled his partner, tumbling them both out of range and shielding her body with his as the thing hit. The tube slammed into the door with a crash, and the pair found their way blocked by jagged glass, torn metal, and the mutilated body impaled on some of the larger pieces.

"Oh, dammit..." Kat muttered, with some sympathy. Max winced at the carnage, then turned his attention to finding an alternate route out. He tugged the female agent's arm.

"There's a door on the east wall some of the guards came through. I think that's our best chance," he told her. Kat nodded, then sprang back, narrowly missing the guard thrown in her path. The man, overwhelmed by the mayhem, brought his gun up to bear, heedless of the fact that Kat really bore no resemblance to the clones. She kicked the barrel of the gun just as he pulled the trigger, sending a spray of bullets into the ceiling, taking out a couple of lights. Another well-placed sweep of her foot downed him, and she jumped over his unconscious body, landing beside Max. They took off for the exit, hugging the wall, trying not to be noticed.

The ploy worked, until Max happened to glance over at the main computer console. One of the clones, a jagged piece of metal protruding from his side, was leaning heavily on the desk, typing furiously on one of the undamaged keyboards. The few active screens left blinked red, flashing the words "Self-destruct". On an oath, Max broke away from Kat, and rushed the clone, whose hand was reaching for the blinking activation button. He caught the man by the shoulders, spinning him around and slapping him up against the console. The clone regarded him with too bright green eyes.

"Death is the only escape," it intoned flatly, then rammed a knee into Max's gut. When the super agent doubled over, the clone twisted and slapped a hand down on the button, then slid down the console, eyes fading to a muddy, dead green. Alarms blared, and a computerized voice announced that self-destruct would engage in 20 seconds, eliciting cries of dismay from the guards, and even a few of the clones. Max forced himself up, bolted back towards Kat. The computerized voice droned out the countdown as the pair fought their way towards the door, through which several less injured guards had already hurried. They were almost there, when a startled cry erupted from Kat as a clone tackled her.

"KAT!" Max yelled, turning to pursue. The reckless, impulsive move likely saved his life. He moved straight into the path of a clone's kick. It sent him tumbling to slap against the wall next to the door he had Kat had been heading for. There was a shrill squawk from the console, and the world vanished in a searing flash of light.

* * *

><p>Rachel had been kneeling up at the look-out point, determinedly ignoring the clutch in her belly, she had given them an hour, after all, when the back side of the building exploded. She was on her feet without registering the move, hand clapped to the engage button on her headset.<p>

"Berto! Where are Max and Kat?" she demanded, doing her level best to keep her tone even, when ice was streaking it's way through her belly. The three seconds of silence took an eternity to pass by.

"The explosion took out their comm blocker," the younger man announced, tone steady, the staccato clack of keys underling his voice. "Tracers are back on-line. They're both outside the building, same side as the explosion. Max's vitals are... not great, but stable. No response from either, yet. Marshak and I were already en route, with _Behemoth. _We'll be touching down in half an hour," Berto finished. Rachel voiced her acknowledgment, then switched frequencies to give orders to the standby group near the base, and to the agents with her. Moments later, the clutch of agents hurried down from their vantage point, and towards the wreckage.

The two groups met up, moved around the building to the blast site. Despite years of being an agent, Rachel still blanched at the view that greeted them. Most explosions she saw weren't littered with bodies. She heard one of the agents behind her smother a gagging cough, ignored it in favor of beginning to pick through the wreckage for survivors. Unsurprisingly, closest to the building, there were none, the bodies burned beyond recognition. She frowned as they spread out further, the vague thought niggling in her mind that some of the bodies seemed too mangled, even accounting for the explosion. There were Dread guards, easily recognized, despite their somewhat melted armor. And then Rachel spotted a familiar brown-topped head, the rest of the body pinned under a chunk of broken wall.

"Max!" it was out before she could think, and she was scrambling across the rubble, dropping down next to her partner, dimly aware of hands helping to shove the slab off the trapped figure.

"Now's not the time to be..." she started to scold, gently turning the body over. And felt every rational thought leave her mind as she stared down at the dead, clouded eyes in Max Steel's face.

One of the other agents stepped up next to her; she heard the man's vicious, sympathetic curse, but dimly, as if she were underwater. She shifted her grip, cradling the body's head against her chest; bringing a hand up to brush the short bangs out of his face.

"Max... Berto, I thought you said his vitals were-" she strained for composure, even as tears slipped from her eyes.

"He's _not_ dead. You're still at least 100 feet from his location," Berto interrupted sharply, his tone a slap. She shook her head, let herself glance down at the left arm of the body to make sure it was attached. It was, and there was no bio-link As despair receded, and hope managed to get a foot hold again, she realized the figure was not wearing Max's uniform, and the dead eyes were, in fact, green instead of blue. Disturbed, she laid the body back down, got to her feet.

"Berto, this man looks just like Max, save the eye color. You don't suppose..." she trailed off.

"Dread's been obsessed with Max for years. If he'd had the chance to clone him, he'd have gone for it. Imagine having a whole army of Max Steels. You'd take over the world in a day," Berto confirmed. Rachel shivered at the thought. A shout drew her attention, and she hurried over as another agent unearthed a body, flipping it over to reveal another Max clone. Despite knowing that it wasn't him, Rachel couldn't help the clutch in her belly, seeing the bullet wound in the clone's head.

"What happened in there? Were they executing them, and Max and Kat walked in? Why?" she wondered.

"We won't know until we find Max and Kat," Berto pointed out. Rachel nodded, and steeled herself against what promised to be several month's worth of nightmares, at least.

She wasn't disappointed. They found the bodies of easily another 20 clones, and parts of a good dozen more. There were an equal, possibly greater, number of Dread guards mixed in, and Rachel's heart stumbled unsteadily, as it sunk in that they had yet to find _any_ survivors.

"Anything from Max or Kat?" Rachel questioned, for what had to be the tenth time in the last half hour.

"Nothing. But I still have vitals on Max. No visual," the Hispanic agent confirmed.

A weak groan over his earpiece startled Berto, and he touched a finger to the device, wondering if he'd imagined it.

"Max? Kat?" he queried.

"Present and accounted for," was Kat's weak reply. Berto heaved a decided sigh of relief.

"Good to hear your voice. Are you injured?" he questioned, knowing the comm line was open, and that Rachel had heard.

"I feel like I've been hit with a ton of bricks, but other than that... oh, _shit_," Kat uttered with heartfelt horror. Berto and Rachel froze in terrified anticipation. There was only silence.

"What is it, Kat?" Rachel pressed after a moment. A heavy sigh was Kat's response.

"I thought for a second Max had shielded me... um, oh, yeah. Clones. Look like Max. _Way_ creepy. I'm pinned under one of them, and we're under... some roofing, I think. And this guy's dead. Like, way dead. I can't move him," she replied finally.

"On our way," Rachel assured her.

Kat figured that she'd been in worse situations. It seemed like there always was one. But at the moment, being trapped under a chunk of roofing, pinned under the dead weight, literally, of a guy who looked exactly like the partner she'd developed a soft spot for, and with what she really hoped was just a sprained ankle, was topping her list. She gave another experimental shove at the slab, grumbled when it still didn't budge. Firmly kept her gaze to the side so that she wouldn't have to look into lifeless green eyes, and tried to convince herself that the last couple hours hadn't happened. And told the little part of her brain that was wondering just how bomb-proof Max really was to shut up. It would have been easier if she didn't have the dead clone on top of her.

"Hey, Berto. Any word on Steel?" she questioned, trying to give herself something else to think about.

"Nothing. He's nearby, but still out, I guess," the younger man replied, a touch of frustration in his tone. Kat sighed.

"So what happened in there?" Berto asked after a moment. The female agent winced.

"_So_ not what I wanted to think about... um, short version, Max and I separated, and he went into the lab solo. I heard crashes and yelling a little later, and busted down the door. I got in there, and there were all these Max clones fighting Dread guards. Real messy. Max and I were trying to get out, when the explosion happened," she summarized, as cleanly as possible. Leaving out the split-second of confused betrayal when the clone had jumped her, the jumbled mess of blood, the body parts...

"Kat?" Rachel's voice was like a godsend, just a few feet from her location. As she responded with a few shouts to pinpoint her location, Kat made a mental note to thank the woman for distracting her. There was more chatter, other agents coming over to help, and the thrice-cursed sheet of roofing was hauled off. Kat took care of shoving the dead clone off on her own, and batted off the hands that tried to help her to her feet.

"I'm _fine_. Just my ankle, probably from the landing," she insisted, gingerly putting weight on the joint. It grumbled, but held. Grinning faintly with relief, she turned to Rachel, nodded once.

"Let's find Wonder Boy and get out of here," she urged, trying really hard to not look at the carnage around her. Saving the world from situations where bodies ended up littering the ground was her game; seeing the after math wasn't. It left an uneasy feeling of defeat in her belly.

They'd barely made it ten steps, when Berto gave a little shout of triumph.

"Max's awake! You two should be about 20 feet from him," the Hispanic agent cheered. Kat and Rachel both snapped their heads around, looking for movement. A squeal of metal caught all the agents' attention, and everyone looked over to see a sheet of debris raise up and go flying.

"Max!" Rachel called, seeing the lone figure standing, oddly still. She hurried towards him, barely remembering to watch her footing. She pulled up short, seeing the pained look on his face, the tears in his uniform, and the unnerving sight of blood staining his uniform. His eyes were dulled with whatever had happened in the lab, but they were definitely Max's blue.

"Max..." the blonde agent spoke again, softer; at a complete loss for what to say. She touched his arm, and he jerked a little in surprise, as if he hadn't realized she was there.

"Rache..." he said bleakly. Kat arrived then, the rest of the agents on her heels. She grabbed Max's arms, checking for damage.

"Don't scare me like that again, Steel," she scolded, but with very little of her usual heat. For once in his life, Max had no smart remark, which was more worrisome than anything else.

"Come on, Max. Let's get back," Rachel urged gently, taking his arm. The younger man followed without a peep of protest. They'd made it only a few feet, before the sound of _Behemoth _landing caught the group's attention. The hatch in the large plane's belly was already opening even as the engine puttered off, and Berto was already hurrying down it, jumping the last couple feet before the ramp touched the ground. He was with the group in moments, giving Max his own once over.

"Let's get you patched up, _hermano. _You've had a rough one," Berto soothed, tidily nipping the "mother hen" role out from under Rachel's nose. Max gave a weak nod, and followed the younger agent. Kat went with them, and Rachel forced herself to remember that there were other priorities besides Max Steel, now that she knew he was alive. She turned to the remaining agents, giving orders, unable to resist casting a glance over her shoulder at Max's retreating back.

* * *

><p>A few hours later, in one of the rooms on <em>Behemoth, <em>Max was trying valiantly to rest. Berto's portable generator had replenished his T-juice levels, but did little to erase the images from his mind. Row after row of tubes, a being with _his _face in each one. That last one, shoved carelessly in a corner, the "Marked for Termination" label neatly attached to the side. Those odd dual-colored eyes looking straight at him, in a kind of plea. The fight, the guard hitting the console; all the clones being set loose. The chaos that ensued as the engineered beings turned on their creators. The screaming. The blood. The explosions. Max jerked himself abruptly upright. Sleep would be far worse. He'd see it all over again, just like when he'd first become Max Steel, and had constant nightmares about Psycho. He decided to head for the bridge; in hopes that being around the others would distract him, for a while, at least.

Rachel was in her own room, wanting to check on Max. She'd wrestled with the idea for some time previous; he'd looked positively haunted when they'd found him, and had refused to speak to anyone about what had happened. It wasn't hard to guess why; she'd had more than her share of heart attacks, picking through the rubble, finding body after body with Max's face. When they'd finally found him, she'd _wanted_ to gather him up then and there, soothe that lost, tormented look from his eyes. But she'd stood back, let Berto fuss over him; checking him for injuries, shooing him aboard _Behemoth _to get recharged_._ She'd watched Kat, more grim-faced than she'd ever seen her, try to offer some sort of comfort to the super agent. But Kat had seen almost as much as Max, and was clearly shaken as well. Rachel, unsure what to do, as everything she _wanted_ to do seemed inappropriate and possibly unwanted, had gone to finish up details with the explosion site. When that was done, she'd boarded _Behemoth, _but had gone to write up the mission report, instead of going to see Max. But it was done now, and her thoughts drifted back to her... former partner. It wouldn't hurt to look in on him, just a quick peek, see if he needed anything. Rachel pushed up from her desk, headed for the door.

She was heading down the hall, trying to think of what to say, supposing Max was awake when she arrived. So many things she wanted to say, but she needed to focus on the now, because he'd had a horrific shock, and didn't need the complicated mess they'd made of each other shoved in his face right now. So absorbed was she in her thoughts, that she rounded a corner, and all but ran into Max's chest.

"Max," she looked up at him. Those beautiful blue eyes were still dark and shadowed. "I was just coming to see if you needed anything," she finished, averting her gaze, because the pain in his eyes made her want to gather him up, hold him and soothe away that look. He let out an explosive sigh, leaning heavily against the wall.

"Can you burn that mission out of my head?" he asked quietly. She looked at him, but his head was down, in the most defeated looking posture she'd ever seen on Max Steel.

"Max..." she started, bringing a hand up, reaching for his shoulder. But he was continuing.

"There were dozens of them, Rache. Of _me_. There were rooms in that hell hole that were covered in blood. They were training them to _kill. _He... Dread, was going to have those _things_ running around killing, with my face. And God knows what they were doing to _them_... one of the clones blew the building's self-destruct. Because they'd rather be _dead_ than be in there," there was a definite edge of hysteria in Max's voice. He shook his head, brought a hand up to cover his face. Rachel laid a hand on his shoulder, desperate to do something to help.

"Max," she said again, moved to draw him in. Damn the consequences, rules, whatever. He was still _her_ partner, and she wouldn't stand by and watch while he broke. Before she could complete the motion, however, his head snapped up, those hot, wounded eyes burning into hers.

"I saw myself die a dozen times over tonight. I was scared out of my mind. And in the middle of that hell, I realized something," he stated, emotion trembling at the edges of his voice. Before she could speak, he moved, quick as a snake strike, capturing her wrists and trapping her body against the wall with his. His mouth was just as fast, devouring hers in a kiss that had been two years coming. She was too stunned to move for a moment; she was drowning in the torrent of emotions pouring off the younger man. Horror and fear, anger and rage, yes, but under that, there was love, and need, just as powerful. Then the tide ebbed, just a little, and she was returning the kiss with equal fervor. Pouring comfort, solace, and that same powerful love and need into the embrace. Max's hands dropped from her wrists; she twined her arms around his neck, pulling him against her, pleased when his arms came around her waist. They held that lock for what seemed an eternity, heedless of their location. A burning need for oxygen drove Rachel to finally break the kiss. They separated, panting. Her hand moved up to the back of his head, drawing it back down, resting his forehead against hers.

"I don't want to lose you again, Rache. Don't leave me," he pleaded, closing his eyes. She moved her fingers in a soothing motion through his hair.

"I'm not going anywhere," she promised. He tightened his grip, just a little.

"Not just for now. Come back to Del Oro," he added, that quiet plea still in his voice. She closed her eyes, that tone nearly undoing her.

"I have some things to finish up in Europe. A few days..."

"Swear you'll come back."

"I will, Max. I swear it," she finished, cupping her hands around his face. The corners of his mouth tugged up, just a bit, in a relieved smile.

"Thank you," he replied, kissing her again, softly this time. She smiled back, then slid her hand down his arm, tugging him towards the room he'd left.

"I'll sit with you," she offered. He went along willingly, feeling elated, despite the horror lingering in the back of his mind. But he could ignore it now, for a little while at least. Maybe things would be okay.

_Continued..._

Author's Note: I was actually gonna keep going on this chapter, but I decided this was a good stopping point, and 11 pages of fun seemed reasonable for a chapter length, and I wanted to see everyone's reactions. Poor Max, I really put him through the ringer on this one. I can't help it! I get going on a good fight scene, and I get all these horrible, violent images, and I just wanna keep going! And before anyone asks, no, Max and Rachel don't go back to his room and make like rabbits. Rachel's not the kind of person to take advantage of someone in such a state as Max is now. Already going on the next chapter, which will pick up pretty much right where this one leaves off. Catch ya later!

-Det


	3. Lost and Found

_Disclaimer: Max Steel, and associated characters, do not belong to me in any way, shape or form. There's a list of companies that this awesome show does belong to, but at this point I think they've changed hands so much, I'm not sure who it is. Anyway, I'm not on the list. Sad._

Author's Note: Wow, look, Det updated! *dodges thrown fruit* Man, it was like, the first couple pages went down easy, then next two were a study in torture, then I had an "insanity of life" interrupt that kept me away from the keyboard for two weeks, then more picking... and the last six pages of this went down in about two days. Don't ya just _love_ creativity and it's fickleness? This one, while very much like pulling teeth at times, was fun to write. You'll see what I mean. I went over the series again, and I don't remember anything about Kat's family coming up, so I took my little creative license and ran with it. *waves the license* Oh, and I adjusted a little bit here and there in the previous chapter. I realized when I re-read it that I'd forgotten a couple sentences, so a bit here and there didn't make sense. And, thanks to Akili's comment, I decided that the Max/Rachel interaction at the end needed some tweaking, so there you go. So, couple minor changes. I don't think they'll affect this one at all. Very little violence in this one, surprisingly after the last one. ^_^ Mention of autopsy, but nothing too graphic. Anyway, since I know a few of you were really chomping me for this...

**Team Steel Maximum: Recharged**

**Lost and Found**

**By: **

**Detonator Stera**

When she'd first gotten on board _Behemoth_, Kat had watched Berto plug a still too-quiet Max into the portable generator, the youngest member of their team busily treating the more serious wounds the probes hadn't gotten to yet. Once Max had been deemed physically fit, Berto had sent him to go play _Judo Enforcer _ until he passed out, to help take his mind off things. Kat had then submitted herself for poking and prodding; the ankle she'd hurt was iced and bandaged, and the exam turned up a long, thankfully shallow, cut on the back of her arm. Assorted minor injuries were treated, and she'd also been sent to her room to rest. She'd considered going to Max; seeing if he needed a shoulder to cry on, or something. But bedside wasn't really her best talent, and she wasn't entirely sure what she'd _do_, should the situation arise. So she'd sprawled on her own bed, and done her best to will herself to sleep. It hadn't worked very well, and she'd ended up counting all the screws visible from her position on the bed, just to give her mind something to do besides have flashbacks.

Not that it had helped. Any moment she closed her eyes, the memories came; the first crash that had given her the sure feeling that something was wrong. The ensuing shouts that had her dropping from the chute; finding the door still locked, and attempting to hot wire the thing open. Pounding a fist on the damn keypad when it continued to flash an angry red; something was _wrong_, and her partner was in there, alone! Frustration, yanking out one of the small bombs she'd packed- never hurts to be prepared- and crossing her fingers that Max wasn't standing right by the door when it blew.

What had lain on the other side of the door hadn't even been in her realm of possibility. The carnage, the dozens of clones of _Max_... it was easily the creepiest thing she'd ever run into, and she'd been an agent for quite some time. At least Max's uniform had made him easy to pick out of the mess, especially since he'd been right by her when she'd come through. Getting slammed by that clone; seeing "Max's" face twisted in murderous rage. Running the gauntlet; trying to make it to an exit, dodging bodies and debris. Max breaking away to stop the clone activating the self-destruct; the other clone snagging her when she tried to follow. The blinding flash of light as the hell-damned building exploded...

Kat sat up sharply, really not wanting to finish the memories. Her ankle felt mostly fine; she'd just go exhaust herself into oblivion. She headed for the training room on _Behemoth._

* * *

><p>There was nothing like a good, sweaty workout to completely blank the mind. Kat hauled out weights, and managed, <em>finally<em>, to lose the images in a haze of reps and the burn of her tired muscles. When she couldn't lift another pound, she sprawled on the bench, panting, reveling in the utter void her mind was floating in. She yawned, felt sleep tugging. Groggily, she pushed up off the bench, wincing a little at the half hearted protest her ankle offered, and headed for the door, fully intending on dropping into sleep like a stone into water.

She ran into Rachel on her way. The older woman, who had always looked so polished and perfect the few times Kat had seen her before becoming part of Team Steel, was a bit worse for wear. Dirt was smudged all over her clothing and face; her hair was disheveled. And her eyes were tired, but less haunted then they'd been directly after Kat had been hauled out of the rubble.

"Hey," was all Kat could think of to say. Rachel inclined her head slightly.

"Kat. I was just coming to find you. I need to debrief you for the report," she replied. Inwardly, Kat winced. _After all that... more thinking about what I was _trying_ to avoid..._ she thought, but forced a nod.

"Let's get it done," she agreed, following Rachel back to her quarters.

Kat kept it as professional as she could, because that seemed the best way to avoid thinking about it in too much vivid detail. And she did a respectable job, until the debrief was over.

"What kind of a sick bastard is Dread? If those things were really clones of Max, _something_ must have gone wrong. Our guy doesn't have that capacity for violence," she sighed, slumping back in her chair.

"Berto made a good point. An army of men with Max's capabilities would be unstoppable," Rachel replied flatly.

"Why didn't he just assembly line Psycho, then?" Kat wondered, then grimaced at the thought. As if insane Max clones weren't bad enough...

"Psycho is unstable. Dread probably assumed he wouldn't be able to keep control in that circumstance," the blonde agent reasoned. Kat looked up, scowled.

"Yeah, 'cause what was in that lab was _really_ under control," she muttered sarcastically. Rachel gave her a sympathetic look, then glanced at her report.

"That should do it. Thank you, Kat," she finished. Kat rose, turned for the door. Paused, looked back over her shoulder.

"You talk to Max yet?" she questioned. Rachel averted her gaze, a faint blush crossing her cheeks.

"I saw him for a bit," she replied, a bit too quickly. For the first time since the mission had gone to hell, Kat grinned.

"You two back on track?" she leaned against the doorjamb, pleased. Maybe something _good_ might come of this hideous mess...

"...I'm heading back to Europe tomorrow," Rachel was suddenly very interested in making her desk neat.

...or maybe not.

"What?" Kat was dumb founded. She might have joined Team Steel after Rachel had left, but she'd _seen_ the look on her partner's face when he'd come face to face with the blonde agent. "But you two-"

"It was before your time, Kat. Leave well enough alone," Rachel cut her off sharply. Kat narrowed her eyes. It was easier to wade in when it was another woman.

"Maybe it's not my problem directly, but I have to work with the guy," she retorted, leaning against the door jamb. The blonde sighed. It was easier to talk when it was another woman.

"I know how I felt about him, but it's been the better part of two years. We've both grown. We'll take it slow, see how things go. I have to finish up some projects where I'm based now before I can transfer back, in any event," she explained. Kat relaxed fractionally, lowered her proverbial hackles.

"Long as you're not leaving the guy hanging," she commented, then tipped a hand to her head in a casual salute, and slipped out the door.

Kat headed back to her room, still hoping she was tired enough to drop into a dreamless sleep. No sooner had she closed the door, she heard a faint buzz coming from her pack. She frowned, approached the bag with a caution generally used for explosive devices. When the buzz sounded again, she dug into the pack, and came up with her personal cell. She never remembered to bring it on missions, as a rule. And yet, the small device was there, and still insistently vibrating. She checked the ID, groaned, braced herself, and flipped the phone open.

"Hi Mom..."

* * *

><p>When they arrived back in Del Oro, Jefferson Smith was waiting in the hangar. The man bee-lined for Max as he exited the plane. Marshak had had the presence of mind to contact him with brief details while the team had been sorting through the rubble. Smith hadn't expected that he was sending his son into a nightmare at the level he'd experienced, and guilt gnawed at him.<p>

"How are you doing, son?" he questioned, resting his hands on the younger man's shoulders. Max looked away a moment, then nodded, bringing a hand up to his adoptive father's arm.

"Okay, Dad. Just a little shaky, is all," he assured. Smith frowned, knowing his son and agent too well.

"We'll talk more later, after I've read the full mission report," he decided, dropping his hands. Max nodded, then turned as other members of the team disembarked. Kat was next, limping only a little on her ankle. She nodded to Smith, then looked at Max.

"Hey, Steel. Berto wants us both to wait for him in med bay. Last once over before he clears us," she told him. Max nodded, and followed her when she headed for the hangar doors. Smith watched them go, then turned as Rachel and Berto stepped up beside him.

"Mission report, sir," the blonde stated, offering a disc. "It's not fully complete... I haven't gotten Max's report. I thought it best to give him time to... settle. This mission hit him the hardest," she finished. Smith's mouth tightened, but he nodded, taking the disc.

"Thank you, Rachel," he acknowledged, then turned to Berto. The young scientist nudged his glasses with a fingertip, looking perturbed.

"We, ah, brought back a few of the bodies for analysis. I didn't want Max to know," he explained, glancing in the direction his best friend had gone.

"I think it's best," Smith agreed. "Will _you_ be okay with this part?" he continued, giving the Hispanic agent a concerned look. Berto sighed, scrubbed a hand through his hair.

"It should be fine. I'd rather do it myself. I don't want anything overlooked," he replied finally. Jefferson reached out, laid a hand on the younger man's shoulder, gave it a fatherly squeeze.

"Step back if you need to. Have Dr. Cylys assist," he told him. Dr. Gloria Cylys was N-Tek's medical examiner. Berto nodded, tried not to look as the four heavy black body bags they'd brought back were unloaded onto carts.

* * *

><p>Unsurprisingly, neither Kat nor Max had attained any further injuries on the flight home. Berto's scan revealed that all of the damage done to Max had been repaired by the probes, and Kat was given the all-clear, so long as she took it easy on her ankle for a day or two.<p>

"Smith mentioned putting Team Steel on leave for a few days," Berto commented as he powered down the scanners. He left out that his leave would start _after_ he'd finished autopsying the bodies.

"Sounds good. I could use a break after Frankenstein's lab," Max agreed, the most normal thing he'd said since the mission. It was a quiet relief for his two companions. Kat popped off the exam table, stretched her arms over her head.

"Couldn't agree more," she put in. Max left the med bay, hoping to catch Rachel before she left for Europe again. Kat watched him go, then stepped over to Berto.

"You gonna be okay, Martinez?" she questioned. She knew about the bodies too.

"I'm better with machines than real bodies, but it should be fine. Dr. Cylys will be doing most of the hard part. I'm just trying to figure out how Dread managed to create fully formed, and capable clones, apparently in less than three years. All the computers we found in the first pass were beyond toast, meaning no records," Berto replied, absently touching his glasses. Kat gave his shoulder a companionable squeeze.

"Well, maybe one of these days the slime ball will crawl back out of the gutter he's hiding in, and we can ask him," she offered with a tight grin. Berto nodded.

"In the meantime..." he trailed off, looking towards the door starting the maze of halls leading to Dr. Cylys' lab. Kat hesitated, but couldn't think of anything to say to someone about to dissect a body that looked like his best friend. Instead, she turned for the door.

"Kat," Berto's voice had her looking back, just before she'd have tripped the sensor. She cocked her head.

"Try and keep Max distracted for a while. Maybe get him out of the base or something. I don't want him looking for me while..." the rest didn't need to be said. Kat nodded.

"Don't worry about it," she assured, then slipped out the door.

* * *

><p>As it turned out, they needn't have worried, at least about Max looking for Berto. He had found Rachel in the office she'd commandeered for the duration of the mission. He'd kind of hoped they'd continue where they'd left off on <em>Behemoth.<em> She'd told him, gently but firmly, that they needed to finish the mission report, and his debrief was necessary for that. Like Kat, Max had pokered up, delivered the report in quick, precise, flat detail. He'd only wavered when he'd spoken about the clone with the dual colored eyes. And, like Kat, when he'd finished, he slumped back in his seat. Rachel was quiet a moment. Even with Max's sparse, no frills description, the horror of the situation was still easy to imagine, even if she couldn't quite put Max's face to the figures involved.

"The one you mentioned, that was off to the side... there was likely something wrong with him," she commented finally. Max frowned.

"Like what? That he wasn't a killing machine like the others? He didn't look crazy, Rache. He looked scared," he replied, standing. Rachel stood as well, moved around the desk.

"Given Dread's likely reasons for this project, that would have been considered a flaw," she pointed out. Max sighed, shook his head.

"No point in wondering anymore, I guess. He's just as dead as the others," he decided. Rachel hesitated, then laid a hand on his arm, giving it a comforting rub. He looked down at her hand, then at the floor.

"I'm sorry about earlier. I didn't mean to box you into anything," he stated quietly.

"It's all right. You needed someone," she replied. A small smile tugged the corners of the super agent's mouth.

"Lucky for me you always seem to be around when I'm about to lose it," Max brought his hand up to cover hers. She smiled a little, squeezed his arm. They were silent for several long breaths.

"Where are we going with this, Green-Eyes?" he questioned softly. She was quiet a moment, then raised her head, meeting his eyes.

"Wherever it takes us, I suppose. I'll put in for the transfer. I'd been thinking about it before, in any event. I've missed the sun here," she replied. Max nodded, hesitated, then leaned down, brushed his lips over hers.

"Wherever it takes us," he agreed. She smiled a little, then glanced back at her desk.

"Smith's waiting for that report. I'd best get back to it," she commented. Max nodded, then took his hand off of hers, and moved towards the door.

"I'd better go find somewhere for Kat to find me so she won't worry I'm looking for Berto," he agreed. Rachel looked at him sharply, knowing full well the reason for Kat's concern, and knowing that Max _shouldn't_. He gave her a dry look.

"Freaked out, not stupid, Rache. I know we need to know more about those clones. Just sucks for Berto," he finished, then slipped out the door. Rachel nodded, mentally rolling her eyes at the collective group of those who thought they could hide anything from Max Steel, including herself.

* * *

><p>"Hey, Steel."<p>

Max turned at the call, grinned a little at Kat as she sauntered up. She stopped next to him, stood hip shot, arms folded loosely across her chest.

"You busy this weekend?" she questioned, all casual. The tone sent off little vague warning bells in Max's head.

"No..." he replied, a little warily.

"Great! You can come with me," she decided with a wide grin.

"And where exactly would that land me?" Max wanted to know.

"Family reunion," Kat replied simply. The super agent stared at her a long moment. Kat bristled a little, tightened her shoulders. Narrowed her eyes.

"What?"

"I've worked with you for, what, two years, and I've never heard you breathe a word of family," Max pointed out, mirroring her stance. Kat dropped her arms in favor of bringing one hand up to scratch the back of her head, a hint of embarrassment in her face.

"My Great Aunt Beata gets the idea into her head, organizes the whole thing, and terrorizes anyone who misses it for the rest of the year," she explained hurriedly, avoiding his look. Max cocked an eyebrow.

"You know about the Smith family reunions. You've _been_ to a Smith family reunion. And you're uptight about me knowing your family does the same thing?" Max's tone was as dry as his expression.

"Because you're you. Family reunion deals don't really fit my image," Kat pointed out, her tone almost a match for his.

"Okay. That statement makes sense. So why are you revealing your big secret, which you're obviously embarrassed about, to me now?" Max wondered. Kat looked more uncomfortable, threw up her arms, took a couple steps away from him.

"I figured you'd appreciate some normal insanity after this last mission," she muttered. The super agent winced, a distinct foot-in-mouth deja vu feeling, circa Berto's Tek-Bots, washing over him.

"Oh," he managed, looking abashed. "Um... I wouldn't mind going," he offered weakly. Kat folded her arms, turned to face him.

"You sure?" she questioned, giving him a hard look. He nodded solemnly. "Okay. It's not for a couple more days. In the meantime, get some rest," she finished. Max wondered to himself how many more times he'd have to hear that suggestion, but simply nodded. He glanced around; Kat had caught up to him near the cafeteria. A low grumble reminded him that not only had he not eaten since before the mission, but the probes had been forced to work overtime fixing injuries.

"I will; but first, I'm _starving_," he announced, turning for the caf.

"Then I'm going in first; before you pack in everything that isn't nailed down," Kat decided, elbowing him back and striding in while he glared at her.

* * *

><p>The next day, after he'd put in a few more hours into the project, Berto had mostly worked off the creep factor of the whole business, and had developed a grudging respect for the Dread scientists. Dr. Cylys had finished her part of the autopsies on all four bodies; an unrelated case had come in, and she'd gone off to handle it, leaving the young techie to his own devices.<p>

"How're you holding up?" Kat's voice caught him completely off-guard, and Berto's head popped up with a little yip of surprise. Despite the situation, Kat grinned, coming to a stop a couple feet away from the autopsy table Berto was set up at.

"It's not so bad now. Honestly, these are really interesting," he replied, setting down the tool he'd been working with. Kat frowned down at the body on the table. Bland skin, nondescript, almost androgynous features, no hair...

"What is this? Not one of the clones, right?" she questioned. Berto grinned a little, nudged his glasses up on his nose.

"Actually, it is. They've got some impressive bio-technology involved with these-" he replied. Kat sensed inscrutable techie-speak monologue impending, and held up a hand to ward it off.

"In a language I'll understand," she prompted. Berto huffed a little, but nodded.

"They created a 'blank' organic mold of a human, complete with bone structure and internal organs. You just inject the DNA into the mold, and it fills out and creates an instant clone. They seem to be one-time use, so don't worry about me loading one up to look like you for kicks," he began.

"That's very reassuring," Kat agreed drily. Berto grinned at her, then continued.

"The reason they don't look like Max right now... the molds weren't designed for nano-tech enhanced DNA. Something happened, and I'm not sure what at this point. But they should have Josh McGrath's DNA as well, and none of our testing has found that. So you've basically got a Max Probe infused jello mold that moves," the younger agent explained. Kat frowned as he picked up a tool off of an autopsy table covered with gadgets.

"We got the bodies back before all the probes had died, so I was able to recharge them. They're in their inert mode currently. In our super agent, right now we'd be seeing Josh's face," Berto touched the device in his hand to the clone's shoulder. There was a crackle, and suddenly, the body on the table looked very much like Max. Kat ignored the clutch in her belly, studied the expressionless face.

"Way creepy," she decided, then glanced past Berto at the other three sheet-covered tables. Berto followed her gaze, then gave her a reassuring, but amused, grin.

"The probes can't reanimate them," he promised. Kat sent him a narrow look.

"Did I say I was worried about that?" she demanded. Berto shrugged, continued.

"I've tried tweaking a little, see if I can make them look like anyone else, but Max's features are all that's stored in the probes memory banks-" he paused as the doors whooshed open again. Kat turned, and both agents froze, seeing Max enter the lab.

"_Hermano_!" Berto grabbed for the tool he'd used to activate the probes, hastened to shut them off. Kat got in Max's way.

"What are you doing down here? You said you weren't coming in today," she demanded. He gave her a bland look.

"Did you really think I can't connect the dots?" he asked mildly. Kat frowned, then folded her arms and stepped to the side. Max nodded to her, then approached the table. He looked down at the body, something like pity in his eyes, then met Berto's gaze.

"We didn't want this on your plate, at least until you'd gotten through earlier," Berto explained. Max nodded, moved around the table to put a hand on his friend's shoulder, giving it a friendly squeeze.

"Appreciate it," he told him honestly. Berto nodded, looked back down at the body.

"You got the gist of what I'd told Kat already from this," he gestured with the tool he held. Max nodded.

"Yeah. If they don't look like me, they look like creepy department store dummies," he surmised. Berto grinned a little.

"Basically. But Dread's people managed to do something else with the probes..." the Hispanic agent retrieved a different gadget, fiddled a little. "Watch your heads," he cautioned both agents. Kat and Max immediately braced for anything from an explosion to a sudden zombie apocalypse. Berto touched the clone with the device. There was a crackle of energy, and _something_ popped out of the body's chest, shot a couple feet in the air, and was caught by Berto.

"What the-" both Max and Kat started. Berto held the object out for inspection. It was a laser blaster, slightly different in design to what they were used to seeing. Max turned and looked at the body. The flesh on the chest where the blaster had appeared from with completely unmarked.

"What, video game hammer space?" he asked. Berto nodded, offered the weapon. Max eyed it warily, but Kat took it, studied it a little.

"Handy. You gonna build this feature into Max?" she questioned. Berto shook his head emphatically.

"Not a chance. My research isn't done, but I've gotten far enough to guess a couple things. First of all, having the probes constantly in 'Max Mode' would be a strain on their resources. It's part of why we encourage Max to, well, be Josh as much as possible. After that, this feature they added would be an even bigger strain. A much bigger strain. They tried to offset that. These probes have been modified with a more efficient energy capacity and storage. However, there are obvious imbalances, which would explain the violent, uncontrollable behavior you two witnessed," he explained. Max looked down at the clone again, secretly relieved for the explanation. Something done _to _them. Not anything lurking in his own head.

"Anything else Dread managed to come up with?" Kat questioned. Berto nodded, went to retrieve an x-ray.

"They all have fail-safes built in. I'd guess to curb any attempts at an uprising, for all the good it did them," he gave both of his fellow agents sympathetic looks, then fixed an x-ray sheet to the light-up panel on the wall. "X-ray of one of the clones' chest," he explained. Max and Kat moved to study it. High up on the left side, there was a small object. Kat tapped it.

"That's not standard issue," she observed. Berto nodded.

"It's a bomb," he added, much to the alarm of his fellow agents. They spun around, cast wary looks at the bodies.

"And you're just peachy calm about this why...?" Max demanded slowly.

"Short range. Very short. We tried to remove one already, and it blew. Liquefied the chest cavity, but not really much else," Berto explained. Max winced, rubbed a hand over his own heart.

"Harsh," Kat agreed.

"That's all we've found so far. I'm not completely done, so we'll see what else comes up," Berto finished. Max and Kat nodded, then decided they had had enough of autopsy, and made good their escape.

* * *

><p>Kat had commandeered one of the <em>Hawks<em> to get them to the family reunion, as it was not being held in Del Oro. Both agents had dressed casually; Kat needled her partner about it being the first time she'd seen him in jeans and _not_ with blond hair. Max had taken the comment in stride, replying that it was the first time he'd seen her in anything _but_ a tank top since they'd first partnered. The initial part of the trip had been uneventful, until Max had glanced out the side of the jet.

"Why am I having deja vu?" he wondered. Kat glanced over her shoulder at him.

"We're near the Cascades again. My aunt rented out this huge cabin. We're not too close to the lab, but it makes me really glad we dealt with it before this," she replied. Max frowned, but nodded.

Kat's family knew she worked for N-Tek, just not the _other_ side of N-Tek. Fortunately, _Hawk_ 's belly was easily big enough to accommodate two small cycles, so Kat set down a few miles from their destination, and they took the last stretch of the trip on the bikes. As they pulled up amid a small fleet of cars scattered before the, honestly, rather impressive cabin, a woman came hurrying out.

"Kathleen!" she exclaimed, taking Kat's face in her hands and kissing her noisily on the cheek, much to Kat's obvious mortification. Max tugged his helmet off, hung it off his handlebars, and tried not to look _too_ amused. The woman was shorter than Kat, and very obviously much older; though the resemblance could be seen in the set of the jaw, the eyes. She released Kat after a moment, turned to look at Max.

"Oh, honey! This must be that _friend _you said you were bringing," she beamed, casting a very unsubtle smile at Kat as she moved to take Max's hand. "I'm Beata, Kathleen's aunt. You look like a very nice young man, just what our girl needs," she continued. Max did his best to look friendly and like he knew what was going on, all the while sending Kat a very clear _I think you may have forgotten to tell me something_ glare.

"Pleased to meet you, Mrs.-" he offered. She waved that away.

"Everyone just calls me Aunt Beata," she assured him, then gestured to the cabin. "Come in, get settled. Almost everyone's here already," she encouraged, then hurried off as another car pulled up. Max steppe over to Kat.

"Soooo... _friend_, huh?" he drawled, giving her a beady look. Kat hunched her shoulders.

"I just said friend. Male friend," she protested. Max's steady look had her scowling again. "Look, she's always trying to set me up with some 'nice boy' who's the kid of one of her friends or something. Just play along, and I'll owe you big time, okay?" she added. Max considered.

"I don't have to... um, kiss you or anything, right?" he questioned, blanching at the thought. Definite sister material. Major creep factor. Kat narrowed her eyes.

"Try it and I'll break your arm," she promised. Max nodded, pleased by the response.

"Okay. You _owe _me... _Kathleen_," he agreed, waving a finger at her. Kat bared her teeth at him.

"That gets out around N-Tek, I'm gonna know who spilled it," she warned, then turned and headed for the cabin.

In all honesty, it wasn't really so different from the dozens of family reunions he'd gone to as Josh. There was food, crazy piles of it, which were a required staple of such events. That made the Max Probes happy. And there were people, lots of people he'd never met, but was dutifully introduced to by Kat. They weren't much different from the Smiths; maybe a little lower key, but not that different. Max discovered very quickly that, while Kat had no actual siblings, she had a score of cousins, several of whom were also sports fanatics. That kept conversation moving, no matter where he turned. And there were a good dozen children of various ages scurrying around. Really, it was just like a Smith family get together. And, like Kat had said, a nice insanity break after that hideous mission.

* * *

><p>A few hours later, Kat had been dragged away by one of the women in the group, presumably to be grilled like a fish over her "boyfriend," and Max had been comfortably absorbed into the male population. He was listening to a lively debate over a recent extreme sports event, when a flash of movement, far off in the woods, caught his eye. Not something anyone else could have noticed; his enhanced sight gave him an edge. Casually, he shifted a little, and activated the zoom feature. His vision blurred for a half-second, then sharpened, focusing on the flash of movement several miles from the cabin. A familiar, unwelcome metal face filled his vision. Max tensed, swore under his breath. He blinked a couple times, normalizing his vision, then rose, making a point of staggering slightly.<p>

"Uh... I'll be back in a minute. I think those ribs are finally, y'know, getting to me," he lied, holding a hand to his abdomen. A couple of the men chuckled.

"Anna's secret recipe. It'll kill ya the first half-dozen times," one of them grinned. Max forced a grin he hoped looked more pained than worried, and hurried off.

He slipped around the side of the building, tapped a button on the bio-link.

"Bro, you there?" he asked in a low tone, casting a wary eye out for eavesdroppers. No response. He sighed. _Must still be working on the bodies..._ he figured with a little shudder. Well, not like he and Kat weren't very seasoned N-Tek agents. Smiley was just gonna have to have a couple party crashers. He turned and jogged off in search of Kat.

He found her talking with her aunt and another woman he was pretty sure had been introduced as her mother. He started over, then paused. Running up and saying "Sorry, gotta go save the world from a trigger-happy terrorist with a metal face," didn't sound like a good idea. Max thought for a minute, then sighed. He'd been managing to avoid any awkward touching so far, but it looked like his luck had run out.

"Kat, been looking for you," he called, sauntering up casually beside her. After a moment's hesitation, he slipped an arm around her shoulders, as it seemed to be the safest place. She started to shoot him a venomous look, but caught herself.

"What's up?" she asked with a smile, and a very slight head movement that clearly communicated _this better be good, or your arm is as good as broken. Compound fractures._ Max ignored the look. Kat's eyes narrowed slightly.

"I ah, just remembered an appointment I've got. You know, that _really important_ one?" he replied, giving her a pointed _we've got trouble. Quick, play along, _look. Kat made a small show of thinking, then snapped her fingers.

"Oh, right! Yeah, really can't miss _that_ one! Sorry Mom, Aunt Beata, but we've really got to go," Kat agreed hurriedly. The two older women exchanged looks and smiled.

"Now, Kathleen, dear. Your Aunt Beata wasn't born yesterday," her aunt chided, playfully wagging a finger. "I know what your hurry is," she continued with a knowing smile, and a wink at Max. Kat felt mortified color creeping up her neck, but rolled with the comment. Less speculative debate later.

"Ah, yeah. Ha-ha. You're right," she chuckled uneasily. Max shot her a look. Beata laughed, clapped her hands a little.

"Ah, to be young again. I envy you that enthusiasm," she smiled. Kat felt her eye twitch.

"Um, yup. He's a... real animal like that," Kat added lamely, giving Max a pat on the chest. His own eye exploded, but he forced a grin.

"It was really nice meeting everyone," he offered, then pulled Kat away. And firmly turned _off_ his enhanced hearing to avoid catching any of the excited speculative chatter he knew was forthcoming.

As soon as they were safely out of sight, Max whipped his arm away from Kat as if she were on fire.

"Any nightmares I have, will be your fault," he accused. Kat allowed one last shudder, then squared her shoulders and looked at him.

"Okay, what was so important we had to put ourselves through that?" she demanded. Max sobered up.

"Smiley's romping in the woods a few miles from here. It's gotta have something to do with the clones," he explained. Kat folded her arms.

"Great. Berto know?" she questioned. Max shook his head, tapped a button on the bio-link to change to his uniform.

"Probably still busy," he guessed. Kat nodded.

"Nothing we can't handle. Let's go," she decided. Max gave a quick nod, and after a quick detour to the bikes for secret agent gear, they took off for the woods.

* * *

><p>Their mortifying delay, which they tacitly agreed would never be spoken of again, gave their unwitting prey an even bigger head start. They spread out, staying close enough for hand signals, and covered the immediate area quickly, finding that Psycho had moved further away from Kat's family, much to their relief.<p>

"The lab's still miles from here. What's Smiley doing this far out?" Kat wondered as they met back up, kept moving.

"Maybe there's another lab near- wait," Max held up a hand for silence, a flicker of movement catching his eye. He activated his enhanced vision again, caught sight of a figure from behind. Moving his head a little, he caught sight of Psycho again, obviously in pursuit of the stranger.

"Found Smiley again. He's after someone," he announced. Kat frowned.

"Someone survived the lab? Scientist maybe?" she mused as they started to head after Psycho.

"Unless he's playing with them, he'd have caught them long by now. Only one who could keep ahead of him would be..." Max trailed off as it hit both of them. Simultaneously, they looked back in the direction they'd come.

"One of the clones survived," Kat stated flatly, her eyes cold. One of the clones was loose in the woods, and her family, annoying and embarrassing they might be, were obliviously celebrating a few miles away. Max's jaw tightened.

"They're heading the opposite direction. We'll get them before they get near your family," he stated firmly as they headed off at a faster pace.

They covered more ground, and finally caught up with Psycho. They'd agreed on a quick and simple plan to take him down, leaving both of them to handle the clone. They separated, and Max deliberately put himself in Psycho's line of sight. The cyborg's head snapped around, and he growled a little, stalking closer, shaking his claw arm out into "hurt mode".

"About time, you little-" he paused, gave Max a closer scrutiny. "Steel," he growled it, and looked as put out as a guy with an expressionless metal face could manage.

"Lose something, Smiley?" Max couldn't resist a little jab. It kept Psycho's attention on him, rather than on Kat as she snuck up behind the terrorist. The super agent dodged a couple of swipes from the claw, then hopped up into a tree, trying to give Kat the best angle to ambush Psycho. She saw the opening, moved in. And Psycho's head whipped to the side, catching movement, not Kat's.

"There you are," he muttered, then glanced back at Max. "I'll deal with _you_ later," he promised, then turned, rattler fast, snagged Kat around the midsection with the claw, and threw her, _hard._ He made a little noise of satisfaction, then took off in the opposite direction.

"Kat!" Max swore, dropped from the tree, and sprinted to his partner's side. Her shirt was torn, but she looked more pissed than anything else.

"Go after them," she snapped, picking herself up, keeping a hand protectively around her jarred abdomen. Max hesitated for the barest second, his instincts screamed _trap_, but he finally took off.

Psycho was, unfortunately, pretty fast for a guy with whirring mechanical parts, and even the brief delay gave him a head start. Max jogged out, paused to try and get his bearings. He heard crashing off to his right, and headed that direction. He heard rushing water, the sound increasing as he moved, and making it harder to pick out what he thought were human sounds. He rounded a cluster of trees, and found himself out on a jutting edge. Craggy rock rose high above him, and the waterfall he'd heard gushed to his left. Max paused, straining his enhanced hearing to pick up his quarry. The distraction cost him. A figure came around the corner from the waterfall side, slammed into him, knocking them both off the ledge. Dimly, Max heard Psycho shout, and then the discharge of a laser blast.

Max bounced off the wall of the cliff several times, feeling pain explode with each connect, frantically trying to force his limbs to grab for purchase. He bounced off a last ledge, and landed with a jarring thump. He heard an ominous crash, and glanced up. A number of large chunks of cliff were heading straight for him. Max rolled, crossing his fingers. The sound of the boulders piling where he'd just been laying was deafening. And now the space he was in was dark. Max heaved a sigh, pushed himself up, pleased that nothing hurt _too_ badly. A groan in the darkness had him freezing. His hand was on his chest plate light before he'd even thought about it. The beam played over the walls of the cave, which was big enough to allow standing. And landed on the form a half-dozen feet away. A Max clone, pushing up to one knee, holding a hand to the wound on the side of his head.

Max sucked in a breath as the clone winced at the light on his face, turned to look in his direction. Taking the initiative seemed like the wisest choice. Max lunged for the clone, who looked alarmed, and dodge rolled out of the way. The super agent pounced again. The clone dropped onto his back, and flipped Max over his body in a very familiar move, tossing him several feet. They eyed each other warily for a moment.

"Hey, I remember you," the clone stated, grinning a little. Max was not to be swayed by tricks.

"Yeah, I remember your kind, too," he retorted, then lunged again. The clone made a sound of dismay, blocked his punch. They exchanged blows, though Max couldn't help noticing that all his opponent's moves were defensive, not aggressive. He ignored it. Had to be a ploy.

"No, come on. I'm not like the others," the clone tried to reason, ducking another swipe. Max didn't let up, the memories of the lab still too fresh in his mind, and knowing _exactly_ what would happen if he happened to get caught at a disadvantage by this... thing.

They covered the entirety of the space offered by the small cave, several times, in the course of the skirmish. By that point, Max had to admit that the clone hadn't actually thrown a single punch that wasn't a deflective measure against one of his attacks. Doubt was gnawing on his mind. Enough that the clone managed to get in under his guard, and take him down with a well-placed foot sweep. While the air was still trying to get back into his lungs, the clone pounced on him, and sat on his chest.

"Look, would you _listen_ for a sec?" he demanded. This close, not looking for an opening to attack, Max realized that the clone's eyes were mismatched, blue and green. _Marked for termination._ He shook his head, not believing it. All the clones were supposed to be dead. The whole building went down. How he and Kat survived was beyond his comprehension. Pure luck. _Marked for termination._ Of course, they'd put him in a container designed to contain even a being with enhanced strength. Would probably survive an explosion, too. Max relaxed fractionally, met the clone's eyes. Saw the sane intelligence, and the bone-deep exhaustion he knew came with impending total transphasic drainage. Over the bio-link, Max heard Berto's voice, raised in alarm. The clone grinned a little.

"Okay, now..." he started, then shook his head, looked dazed. Max opened his mouth to say something. The clone's eyes rolled up white, and he toppled over on his side in an unconscious heap.

_To be continued..._

Author's note: And here's my boy! Maybe the little buggers will cooperate more now that one of them is in. I hope I did a good job conveying my mental image of Berto in the lab with the clone and the hidden weapon. Cause it my head, that part was *funny*. ^_^ Well, let's see how long it takes for the _next _chapter to cooperate. I've got ideas, let's see how it goes. Cross your fingers that Maxy doesn't decide to be a bitch and sabotage me now. ^_^ And as a last note, thank you, so much, to everyone who's read my stories, and commented. It's really wonderful and encouraging for me to know that people enjoy my stuff. Catch ya later!

-Det


	4. Decisions

_Disclaimer: Max Steel, and associated characters, do not belong to me in any way, shape or form. There's a list of companies that this awesome show does belong to, but at this point I think they've changed hands so much, I'm not sure who it is. Anyway, I'm not on the list. Sad. Xam, however, is my own creation, and I would appreciate requests for permission to use his character before said use. No idea why you'd want him, because he's kind of a quirk, but still._

Author's Note: *pokes head up from the Abyss of Inactivity* I LIVEEEEEEEEE! Um... hi! Remember me? Det? Heh heh... have I mentioned that life likes to grab me by the throat and shake? ^_^ Work work work... and school... and then that recreational outdoor stuff. It all adds up to the Writer's Block of Doom, apparently. In the really, really annoying, "three-quarters spits out in like five minutes, and the last quarter is like pulling teeth made out of Jell-o" sort of way. Bah. Well, I think this part involves entirely too much moral debate, but at least I turned up with something, right? Right? ^_^

**Team Steel Maximum: Recharged**

**Decisions**

**By:**

**Detonator Stera**

For a few surreal seconds after the clone hit the ground, Max lay where he was, stunned. There was a buzz in his head, slowly growing louder in volume; after a moment, he realized it was Berto's frantic attempts to raise him. Then everything snapped into clear focus, and he was rolling up onto one knee, leaning over to check on the downed man. Sweating, labored breathing, shivering... the super agent was quite familiar with _those_ symptoms. He looked, but found no bio-link, or anything to give him some kind of readout to confirm.

"Berto?" he called in the near darkness. There was a brief sound of relief over the bio-link.

"I'm here. Is that one of the clones? One survived?" the Hispanic agent replied incredulously.

"Looks like it. We found Smiley chasing him. I think it's the one I'd seen in that discard tube," Max confirmed, rising.

"It's the only way he could've survived," Berto concluded.

"Yeah. Kat and I were just really lucky," Max agreed, looking toward the entrance of the cave-in. He could hear Kat calling for him. He glanced back down at a quiet groan from the clone. The mismatched eyes were half open, staring unseeing at the cave ceiling.

"I've got _Hawk_ on the way already," Berto told him before he could comment. Max nodded, didn't voice the concern that it was possibly already too late. Berto knew just as well as he did, probably better. Max instead focused on getting them out of the most immediate predicament.

"Going... turbo!" he announced, tapping the button on the bio-link. Green energy burst through his system, and a few hard punches shattered the chunks of cliff trapping them. Max powered down, then returned to the clone, hauling him over his shoulders in a fireman's carry. He slipped out through the opening he'd made, crossing his fingers that he didn't find Psycho right then.

"Max!" Kat called, jogging up next to him.

"Psycho?" he questioned simply. She shook her head.

"Took off after the rock slide. Who's-" she started, then circled Max a little to see who he was carrying. "Whoa! You took down the creepy look-alike?" she exclaimed. Max shook his head a little.

"He did most of the work," he replied, easing the unconscious form off his shoulder and onto the ground. Kat frowned, folding her arms. Tried to ignore the surreal aspect of seeing her partner simultaneously hale and hearty, and leaning against death's door.

"Transphasic crash?" she guessed.

"Even better job of it then I usually manage," Max agreed, then glanced up at the screech of air as _Hawk_ flew over, and descended a few feet away. Kat's scowl deepened as Max hefted the unconscious man, and placed him in the small jet's passenger seat.

"You're taking him back to N-Tek?" she questioned. _Hawks_ were only two-seaters, and she didn't like the idea of her partner being attacked at high-altitudes, from behind, with no back-up. Max had proven time and again his excellent possum abilities. Who said the clone wouldn't be adept as well?

"What else are we gonna do with him? Can't just let him die," Max replied, vaulting into the front seat. Kat's expression suggested otherwise, but she knew better than to argue with the look in her partner's eyes. Damn hero genes.

"Just hope you know what you're doing, Steel," she muttered, watching the jet take off.

* * *

><p>On the flight back, Max and Berto decided that just running in with the half-well, mostly- dead clone and tossing him in the transphasic generator might not be the wisest course of action. Having Jefferson's consent on the matter would make things go much smoother. Unfortunately for Berto, it was also decided that, to expedite things, the techie should go plead their case while Max was still en route.<p>

Berto thought that Smith listened with remarkable calm to his report of the current circumstances, considering he'd just told his boss that his partner, the boss' _son, _was currently several thousand feet in the air, alone, with a supposedly unconscious being that, as far as they knew, was a savagely vicious killing machine. Smith was quiet a moment when the young agent finished.

"Let me get this straight. Max and Kat discovered Psycho chasing a Max clone in the forest. Max ended up getting caught in a rock slide with said clone. Now the clone has collapsed, and Max is bringing him here, because the two of you want to recharge him," Smith rubbed the bridge of his nose as he spoke. Berto nodded, pressed his point.

"We want to save his life. Max had a good point. According to his and Kat's reports, none of the other clones would have run from Psycho. They'd have fought. This one stayed on the defensive the whole time. Max is convinced he's the one he'd seen in the disposal tube in the lab, and thinks he deserves a chance. And I'd like to study a live clone, if it turns out to be possible. It might explain a few things we haven't figured out yet," Berto replied, nudging at his glasses. Smith was quiet a long, contemplative, moment, then sighed heavily.

"How have the poly-graphene stress tests been working for Max?" he asked finally, referring to N-Tek's attempts to create a Max, and therefore Psycho-proof, material to contain the cyborg, should they ever manage to capture him. Berto grinned a little.

"He never managed to break the last one," he reported.

"Line one of the exam rooms with it. We'll keep the clone there until we figure out what to do with him," Jefferson decided. Berto nodded, relayed the decision to Max, then hurried to acquire a gurney and meet Max in the hangar.

When Max taxied into the hangar, he was greeted by not only Berto, but his father and several armed agents. He said nothing; despite his conviction of the clone's sanity, the back-up was reassuring. He popped the top of _Hawk_, vaulted out, and carefully lifted his unconscious burden out of the jet. He deposited the clone on the stretcher, watched as Berto took off. The guards went after the young scientist, keeping their weapons trained on the gurney's occupant. Max paused to meet his father's gaze.

"Thanks, Dad," he offered sincerely. Jefferson laid a hand on his son's shoulder.

"Let's hope we're not wrong about this," he replied. Max nodded, then the two of them headed for the generator room.

Berto had just activated the generator when they arrived.

"Think we were in time?" Max asked quietly, watching the glowing rings spin. From the other side of the glass, for a change. Berto touched his glasses contemplatively.

"It's been at least three days since he had a charge, probably longer. He had to have been injured in the explosion, survival or not. And who knows how much of that time was spent running from Psycho. If he makes it, I'll be impressed," the techie replied. Max looked grim, watching the transphasic energy beam into the clone. Smith's gaze tracked from his son to the look-alike, and he tried not to shudder.

* * *

><p>The recharging process was successful, as far as bringing the probes back up to full power. The clone remained unconscious, as Max tended to do after a hardcore transphasic crash. They moved him to an exam room, heavily guarded, while a room was reinforced with sheets of poly-graphene. During the process, Berto had the presence of mind to send <em>Hawk<em> back to pick up Kat. The reinforcement was not a quick task; Kat arrived just after they had finished moving the clone into the room. Jefferson had left to attend other duties, with the instruction that he be informed when there was any change in the clone's status.

"He's really still alive ?" Kat asked, standing with Max in an observation room separated from the exam room the clone rested in by a foot of concrete that bore a thick glass window. The clone lay on the bed; a series of wires ran from his body to a collection of monitors stationed around. Berto had hauled his laptop and other various pieces of equipment into the observation room, and had made a small nest. He looked up from studying one of the screens.

"For now. These read-outs are looking good, but we'll have to see how he is when he wakes up," the youngest agent replied, tapping a few keys on the laptop.

* * *

><p>An hour passed by. Then two. The third was almost up, when Kat suggested heading to the cafeteria and foraging. Berto was content fussing with monitors and checking read-outs, and Max didn't want to leave until the clone was conscious. Kat ended up heading down on her own, and, in a show of team solidarity, bringing back enough for all three of them, and then some.<p>

"What's taking so long? He's charged up. Max would be up and running by now," Kat commented, taking a bite of her sandwich. Berto crunched some chips.

"Max is Max," he replied, then glanced up at the super agent leaning against the glass, chewing thoughtfully. A chirp from one of the machines had them all looking at the clone, who was turning his head with a low groan.

Berto picked himself up off the floor, and all three of them watched as the clone blinked awake and aware. He held perfectly still, slowly tracking the room with his eyes, obviously trying to get a bearing on his surroundings. Resignation flickered in his eyes when he saw the monitors, and he closed his eyes again. They waited a few minutes, but the clone didn't appear to be planning to do anything else.

"Well, that was anti-climactic," Kat noted after a moment, folding her arms across her chest.

"He didn't jump up and start breaking things," Max observed.

"I'm going to go in and talk to him. See if I can get some answers," Berto decided, easing his ever-present laptop out of the mess of equipment he'd hauled into the room.

"I'll go with you," Max and Kat replied simultaneously. Berto nodded and grinned a little, expecting the response, but appreciating it deeply nonetheless. As they started to head out, Max paused to grab a remaining sandwich from the reserves Kat had brought up from the cafeteria.

The dual-colored eyes opened as the trio filed in, the clone sitting up as soon as he saw Max. He locked eyes with him cautiously for a moment, then nodded to himself.

"So I'm _not_ back at square one. That's a relief," he commented with a small grin. He eyed Kat and Berto a little more cautiously, but said nothing. Berto stepped closer, offered the clone a neutral smile.

"I'm Berto. This is Kat, and you've already met Max," he offered, gesturing to his partners as he spoke. The replica looked at each of them in turn, let his gaze stay on Max. Despite the vague unease that settled in his gut from that steady, almost familiar gaze, the super agent offered a smile, and stepped forward, holding out the sandwich.

"Thought you might be hungry," he explained. The clone eyed it with a blink of confusion, but accepted, turning it over in his hands.

"Ham on rye. Caf special," Kat added. The clone quirked an eyebrow, but unwrapped the sandwich, took a cautious sniff, then a large bite. He muffled something the team took to mean "thanks." Understanding Max's voracious appetite due to probe demand, they waited for him to finish a few bites before pressing on with the interrogation.

"What's your name?" Berto questioned finally, drawing the clone's attention back to him.

"Number 77," was the prompt answer. None of the agents were surprised by the answer, but there was a mutual flash of creeped out pity amongst them.

"How are you feeling?" Berto continued, keeping his voice carefully bland. 77 took a moment to take stock of himself, and another chomp of food while he was at it.

"Pretty good. I'd been feeling drained for a while," he affirmed with a grin. Berto moved closer, paused at the foot of the bed. Max and Kat took up positions close by, appearing relaxed, to the untrained eye.

"I'd like to ask you some questions about the lab you were in," Berto requested. 77 sighed a little, but nodded his consent.

"Fire away," he added.

"How many... clones were there?" the Hispanic scientist questioned. The clone frowned, looking thoughtful, using the pause to finish off the sandwich.

"Umm... they started with 80, but by the time you guys showed up... maybe 40?" he replied finally. Max and Kat winced. They could easily guess what had happened to the fallen clones.

"How old are you?" Berto continued. 77 gave him a blank look. "Okay, how long were you in the lab? Years? Months? Days?" the scientist clarified.

"I have no idea," 77 replied after a moment. "I mean, I know what a day, month, year is, but it's hard to keep track of time in a place like that, you know?" he added. All three N-Tek agents nodded. Berto went on, asking questions about some of the experiments the clones had been subjected to. 77 answered, but kept his responses carefully bland; in much the same way, Kat and Max realized later, that they had delivered their reports on the infiltration of the Dread base where 77 had been found. With a tight leash on any emotional reaction to keep the horror from seeming too real.

Kat let Berto grill the clone about experiments and procedures for the better part of an hour, before she interrupted with one of the questions that was on everyone's mind.

"So, why aren't you nuts like the rest of them?" she asked bluntly. Max shot her a look. 77 blinked, then shrugged with a grin.

"Dunno. Luck of the draw?" he offered. Berto picked up the proverbial ball.

"Were there any others like you?" he questioned. The clone was quiet a moment.

"I was top of the pack in strength, speed, response, whatever," he replied.

"Okay. Were there any others who were sane like you?" Berto tried rephrasing the question. Again, the replica took a moment to think.

"There were a few, near the beginning, who weren't aggressive wacky nuts. They were... eliminated by the _really_ crazy ones during tests. And there were some who were taken down because they were too insane to take orders at all. The ones who were left when you guys took down the lab were the ones who had learned to take orders, but I don't think any of them were actually sane," he finished. The N-Tek agents were quiet a moment.

"Why were you in that discard tube?" Max blurted finally, unable to contain the question any longer. 77's eyes went blank with hard memories.

"Because I refused to follow orders and terminate a target, then attempted to assist said target to escape," he replied flatly. His hands curled into tight fists in his lap. Kat blinked.

"You tried to help another clone escape?" she questioned. 77 shook his head sharply.

"Someone they'd found outside. A... civilian," he replied, looking down. All three agents stiffened. The information shouldn't have been a surprise, this was DREAD they were talking about, but it still appalled. The clone took a deep breath before continuing.

"I tried blasting one of the doors, give the guy a chance to run. Thought I could distract everyone else long enough to give him a chance," he continued, looking at Max. The super agent stared at him, at a loss for words. "78 cut him down before he could figure out what I was doing. Then the guards took me down," the clone finished flatly. There was silence as the N-Tek agents processed the information. They all started to ask questions at the same time, overlapped, stopped, and looked at one another, establishing pecking order.

"Why didn't they kill you outright?" Max wanted to know. 77 looked pained.

"Any time one of the clones rebelled enough to be... eliminated, they'd be locked in a term box- that tube I was in- and kept until the Executioner came by again. He'd deal with them," he explained. There was another uncomfortable silence amid the agents.

"Who's 78?" Berto prompted finally. The odd-eyed clone sighed.

"My... rival, I guess. He was second to me in strength and all that. Probably the most sane, next to me, too. But he was _bad _sane. He liked killing. If a clone went too nuts to be caged up again, he was usually the one to, um, terminate them," he finished. There was another uncomfortable moment, before Kat asked the next question.

"Okay, not-so-wild shot-in-the-dark here... this Executioner. Big, blond guy? Metal face and arm?" she guessed. The surprised look the clone gave her said it all.

"How did you know?" he questioned. Kat made a face.

"Long history," Max muttered, folding his arms and meeting Kat's gaze. Of course it made sense. Smiley's version of Disneyland Gone Wrong. They shuddered in unison. Before he could elaborate further, there was a quiet pop of an intercom activating.

"I need Team Steel in my office, _now_," Jefferson's voice, tightly controlled, came through the speaker. Max flinched guiltily, Kat rolled her shoulders, and Berto sighed, then scooped up his laptop.

"Busted?" 77 asked with a weak grin. Kat waved a hand flippantly.

"We're used to it," she added with a grin.

"We'll be back later. With more food," Max promised, and the three agents slipped out of the room.

Berto took a moment to stash his laptop back in the observation room, and the small group headed off. The quiet contemplation between them lasted all of ten steps.

"Well, what do you think? Crazy-faking-sane, or real deal?" Kat questioned as they headed down the hall, and out of the maze of N-Tek's medical research division.

"He's pretty convincing if he is playing us," Berto replied. Max remained uneasily quiet. It was a little like listening to your friends talk about you behind your back, but to your face.

"_How_ can he still be sane after being in that place?" Kat went on.

"Maybe he got Max's strength of will," Berto suggested. Kat hummed thoughtfully.

"If he did make it through... _that_, and isn't totally warped, he deserves a chance," Max put it finally. Kat and Berto paused to look at him, then nodded.

"See what the Boss says about it, right?" Kat added. They came out of the medi-maze, and approached the elevator leading to Jefferson's office.

* * *

><p>Smith looked up as the trio filed in, his gaze unreadable. Which Max knew from childhood to mean he was in Big Trouble. The boss sighed a little, then got to his feet.<p>

"I assume one of you has a logical reason for putting yourselves in a potentially dangerous situation with an unknown subject," he clipped out, gaze level on his son. Max, to his credit, met his father's gaze evenly.

"I made the decision first. The subject wasn't behaving aggressively," Berto put in. Smith chuckled a little under his breath.

"You've been spending entirely too much time with Max," he muttered, then eyed all of them. "So, because this clone wasn't pounding on the walls and gnawing on the monitor cables, at the moment, you all decided to go in. Not only putting yourselves, some of my best agents, at risk, but also giving him two opportunities to over-power one or more of you and escape," Jefferson finished. Max looked a little shame-faced, but Kat cocked her head.

"So we were supposed to just let Berto go in by himself and see if the clone used his blood to paint the walls?" she asked pleasantly. Berto swallowed hard, and Max shot her a dark look. Jefferson opened his mouth, then sighed, turning to face the wall.

"How could I have forgotten that this is Team Steel I'm talking to?" he asked rhetorically, then turned back to the trio. "Well, since your little gamble worked, did you get any useful information out of the clone?" he questioned, re-taking his chair. Berto nodded.

"I'll compile the responses and submit my report as soon as I can," he offered. Smith nodded, giving Max a steady look.

"He's also a potential danger here. I think the best option will be to take him to Baker's Island. It keeps him isolated, which may be safest for him, and everyone here, until we can determine his motives. We'll talk more about what to do with him once I've read Berto's report and we've had an opportunity to observe him for a time," he decided. Max folded his arms across his chest, but nodded. Jefferson returned to his desk. "I'll get the transfer order ready. Team Steel will escort... the clone, and get him settled," he concluded. Taking that as their cue, the trio of agents started to leave. Max hung back, waiting until Berto and Kat had left.

"I read your debriefing from the mission. How are you handling this, son?" Jefferson questioned once they were alone. Max sighed explosively, and paced from one end of the room to the other.

"Okay, I guess. Nightmares, that's nothing new... I did go talk to Dr. Shasos," he added before Jefferson could comment, referring to N-Tek's head psychologist. He was quiet a long moment. "...it's bothering me, _a lot_. Not just the idea of what they were doing in there, making psychotic super-soldiers, but that they looked like me," Max sighed, dropping into a chair in front of the desk. "I'm dealing," he added quickly. "It helps, knowing the lab's destroyed," he finished. Jefferson didn't voice his concern that if one clone had survived, it was possible another had as well. Max had surely already come to the same conclusion.

"What are your thoughts on the clone?" Jefferson asked instead. Max paused a moment, frowning at the ground, studying his clasped hands.

"77, um, the clone... he just seems too... well, together to have been in that lab. I mean, I'm sure he's the one I saw in that tube, but well..." he paused, sighed. "He talked about being the only really sane one left, and that he'd tried to help a civilian escape." Another long pause. "I... I want to believe that it's possible he's telling the truth," Max admitted quietly. Jefferson rose, and came around the desk, taking the chair beside Max and placing a hand on his son's shoulder.

"But what if this is a ploy?" he asked quietly. The super agent ran both hands through his hair in a nervous gesture.

"How are we gonna tell? If he's smart enough to play harmless..." Max continued, then dropped his hands in a frustrated gesture. "Dread knows we wouldn't just kill him outright," he pointed out. Jefferson was quiet a moment.

"Time will tell. All we can do for now is keep an eye on him and not let our guard down. Even if he is what he claims, Dread won't be happy if he finds out he's alive," he observed. Max nodded, and pushed up from his seat.

"You got it, Dad," he agreed, turning for the exit. Jefferson watched him go, then stared at his computer, not really seeing the screen, for a long contemplative moment.

* * *

><p>Kat and Berto were waiting for him when he came out of Jefferson's office.<p>

"So while we're waiting on the order to move the clone, I'm going to go check the security measures on _Behemoth_. Jefferson's going to want extra precautions in place, I'm sure," Berto announced.

"Yeah, we should feed the poor guy again, too," Kat put in. "If he's anything like you post-recharge, he's probably already eaten his pillow, and maybe half the mattress," she added with a grin, lightly backhanding Max in the gut. Max batted at her hand with a mock scowl, but nodded. The three of them started back out into the main halls.

"I don't want to call him 77," Max declared suddenly. Kat and Berto stopped to look at him. "It's creeping me out. He needs an actual name," he concluded. Kat looked thoughtful, tapping a finger on her bottom lip.

"Yeah, but what? Bizarro?" she offered with a grin. Max narrowed his eyes at her. Berto covered up his snicker with a cough.

"No good. No fire breath or ability to fly," he added helpfully. Max rolled his eyes.

"You're both funny. We'll see if he's got any good ideas," he decided. They reached a split in the halls, and Berto turned off to head for the hangar, while Max and Kat headed for the cafeteria to re-stock.

77 was relieved to see them again, and thrilled by the appearance of more food. Kat's assumption on his appetite rivaling Max's was on the mark, and he inhaled another sandwich before they had even given him the news about the plans for his relocation. The news was met with a decided about of glee.

"So I'm not getting left in this room? Awesome!" 77 enthused after he'd swallowed. A pause, during which another half of a sandwich disappeared. "Am I getting stuck in another room instead?" he asked warily. Max and Kat looked at each other, then shrugged.

"It'll be up to Smith, but with any luck, you'll have some roaming space," Max answered finally. 77 shrugged.

"Better than being stuck in a tube, at least," he decided, polishing off the food in his hand. Max shuddered inwardly.

"So... you need a name," he announced abruptly. 77 quirked an eyebrow at him. "Well, it seems wrong to call you by a number, like an experiment or something," Max added lamely.

"And it's _so_ creepy sci-fi movie," Kat added cheerfully, earning another glare from her partner. 77 shrugged.

"Okay. I've never thought about something like that. Any suggestions?" he asked. Kat opened her mouth. Max elbowed her in the ribs.

"Hey! Jerk," she protested. Max looked at 77.

"Whatever she suggests, say no," he told his clone. Kat huffed, then elbowed Max in revenge.

"Just because you're lame and don't like Superman..." she muttered.

"Because everyone knows Batman is cooler," Max countered, then turned back to 77, who was giving them both a blank look. "We'll teach you pop culture later," he promised. 77's expression didn't change, but he nodded agreeably once more. There was more discussion, including suggestions from Star Trek and Star Wars. Midway through the debate, Berto arrived, and threw in a few suggestions from Hispanic cartoons he'd watched as a toddler, all of which Max vehemently shot down. 77 listened to the entire conversation with an expression of curious interest. Kat finally sighed and shot Max a withering glare.

"Okay, High Emperor Killjoy, how about Xam?" she offered, folding her arms. Max quirked an eyebrow.

"Sam? What, are we going patriotic or something?" he asked. Kat rolled her eyes.

"No, dork. _Xam._ Max spelled backwards. He must be a backwards opposite of you, since he hasn't spent the last two hours annoying me by having no sense of humor," she explained drolly. Max huffed in offense, but the clone piped up before he could speak.

"I kinda like it," he commented. All three N-Tek agents looked at him.

"Well, it should be your decision," Berto noted. Max nodded agreement, as did Kat after a moment of consideration.

"Xam it is, then," the clone affirmed with a grin. He cocked his head thoughtfully. "Can I still change it after I see some of this stuff you guys were talking about?" he added with a playful smirk. Kat snickered, and Max sighed. The crackle pop of the speaker system drew the small group's attention.

"We're ready to transport the clone," Jefferson announced simply. The light-hearted air in the room generated by the playful banter fizzled, as all three N-Tek agents were reminded that they were supposed to be treating Xam as a potentially deadly threat. Kat coughed uncomfortably, then squared her shoulders and looked at Xam.

"Well, good news is you're getting out of here..." she began. Xam shifted off the edge of the bed, and stretched.

"But I can't be running loose, right?" he finished, then shrugged. "S'okay. It's all part of the drill," he added agreeably, holding out his hands, wrists together. Kat flashed Max a look, then stepped forward and snapped the energy cuffs in her back pocket onto the clone. They took up positions on either side of him, with Berto bringing up the rear, and Max keyed open the door. A group of armed agents were waiting for them. Max winced inwardly, his internal debate regarding his clone raging, but Xam seemed unbothered by the procedure, offering no hint of misbehavior as the group made their way to the hangar.

* * *

><p>The other agents stayed with them until Xam had been safely interred in a holding cell on board <em>Behemoth. <em>Kat and Max took positions in the cockpit, while Berto holed up in the lab to fiddle with the equipment he'd dragged onto the carrier ship. The first half hour or so of the flight was quiet; Kat and Max exchanged little more than flight jargon, each wrapped up in their own thoughts otherwise.

"He comes across as really sincere," Kat finally commented out loud. Max looked over at her.

"Xam? Yeah. It's still too early to draw any conclusions, but..." he agreed.

"He's almost _too_ sincere. Like, I dunno, one of Berto's little robot dogs right before its head explodes and sprays you with shrapnel," Kat continued, the corner of her mouth quirking. Max's right eye twitched, and he shot Kat a dirty look.

"_Thanks_," he gritted narrowly. Kat chuckled. Max fumed a moment longer over the allusion, then sighed. "I don't know if I want to believe him because he looks like me, or because he seems so... not crazy," he admitted finally. Kat nodded.

"Safer to just remember the secret agent handbook. Never assume," she suggested. Max sighed, and watched the dot that was Baker's Island grow as they closed the distance.

_To Be Continued..._

Author's Note: This chapter, besides taking two frickin' YEARS to finally spit out, seemed like a lot of lame filler and thought stuff. I was hoping to get a little more actual story progression in this bit, but nooooo, everyone wanted to debate about how evil Xam might be. 'Cause we've known him for more than five minutes. Yeesh. Poor little dude. I'm chipping away at the next chapter, cause I know what the next big reveal is, but I'm having all kinds of alternate scenario debate nonsense about Maxy. Because, surprise surprise, she's being a bitch. And thank you to those of you who have offered to be idea bounce boards. I do really appreciate it, I'm just lame and have my hands full with school and work. ^_^ Here's hoping the next part will take less time to generate itself, but sadly, no guarantees. Stupid muses and their stupid fickleness. Catch ya later!

-Det


End file.
